NorthView Acquisition (NVAC) 10-K 17 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	8 Months Ended
	Dec. 31, 2021	Feb. 01, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	NorthView Acquisition Corp
Trading Symbol	NVAC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		24,168,750
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001859807
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41177
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3437271
Entity Address, Address Line One	207 West 25th St
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(212)
Local Phone Number	494-9022
Title of 12(b) Security	Common Stock, par value $.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	Boston, MA

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current Assets:
Cash	$ 741,228
Prepaid expenses and other current assets	332,396
Accounts receivable – related party	25,000
Total Current Assets	1,098,624
Prepaid expenses, non-current	308,218
Cash and marketable securities held in Trust Account	191,653,961
Total Assets	193,060,803
Current Liabilities:
Accrued offering costs and expenses	104,898
Due to related party	1,613
Total Current Liabilities	106,511
Warrant liabilities	7,216,022
Total Liabilities	7,322,533
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 18,975,000 shares at redemption value of $10.10	191,647,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,193,750 shares issued and outstanding (excluding 18,975,000 shares subject to possible redemption)	519
Additional paid-in capital
Accumulated deficit	(5,909,749)
Total Stockholders’ Deficit	(5,909,230)
Total Liabilities and Stockholders’ Deficit	$ 193,060,803

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	18,975,000
Redemption value (in Dollars per share) | $ / shares	$ 10.1
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	5,193,750
Common stock, shares outstanding	5,193,750

Statement of Operations

Statement of Operations	8 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Loss from operations	$ (45,047)
Other income (expense)
Interest income earned on investments held in trust account	6,461
Offering costs allocated to warrants	(258,548)
Change in fair value of warrant liabilities	597,567
Total other income, net	345,480
Net income	$ 300,433
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares) | shares	738,327
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares	$ 0.06
Basic and diluted weighted average shares outstanding, common stock (in Shares) | shares	4,166,586
Basic and diluted net income per share, common stock (in Dollars per share) | $ / shares	$ 0.06

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - 8 months ended Dec. 31, 2021 - USD ($)	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Apr. 18, 2021
Balance (in Shares) at Apr. 18, 2021
Issuance of founder shares	$ 474	24,526		25,000
Issuance of founder shares (in Shares)	4,743,750
Issuance of representative shares	$ 45	3,570,531		$ 3,570,576
Issuance of representative shares (in Shares)	450,000			618,750
Excess of proceeds above fair value of Private Placement Warrants		3,997,687		$ 3,997,687
Accretion of common stock to redemption amount		(7,592,744)	(6,210,182)	(13,802,926)
Net income			300,433	300,433
Balance at Dec. 31, 2021	$ 519		$ (5,909,749)	$ (5,909,230)
Balance (in Shares) at Dec. 31, 2021	5,193,750

Statement of Cash Flows

Statement of Cash Flows	8 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net income	$ 300,433
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on cash and marketable securities held in Trust Account	(6,461)
Offering costs allocated to warrant liabilities	258,548
Change in fair value of warrant liabilities	(597,567)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(640,614)
Accrued offering costs and expenses	21,655
Due to related party	1,613
Net cash used in operating activities	(662,393)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(191,647,500)
Overpayment of amount due to related party	(25,000)
Net cash used in investing activities	(191,672,500)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ discount	186,300,000
Proceeds from private placement	7,347,500
Payment of promissory notes to related party	(204,841)
Payment of offering costs	(366,538)
Net cash provided by financing activities	193,076,121
Net change in cash	741,228
Cash, beginning of the period
Cash, end of the period	741,228
Supplemental disclosure of cash flow information:
Initial classification of warrant liabilities	7,813,589
Accretion of common stock to redemption value	13,802,926
Deferred offering costs paid through issuance of founder shares	25,000
Deferred offering costs paid through issuance of promissory note	204,841
Deferred offering costs included in accrued offering costs and expenses	$ 13,243

Organization, Business Operatio

Organization, Business Operations and Liquidity	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Organization, Business Operations and Liquidity	Note 1 - Organization, Business Operations and Liquidity NorthView Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated in Delaware on April 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target. While the Company may pursue an initial Business Combination target in any business, industry or geographical location, it intends to focus its search on businesses that are focused on healthcare innovation. On December 22, 2021, the Company consummated its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”), which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share, one right (the “Rights”), and one-half of one redeemable warrant of the Company (the “Warrants”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock. Each Warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement Warrants”), which included 697,500 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView Sponsor I, LLC, I-Bankers Securities, Inc., and Dawson James Securities, Inc. Transaction costs amounted to $7,959,726 consisting of $3,450,000 of underwriting discount, $3,570,576 of Representative’s Shares cost, $259,527 of Representative’s Warrants cost and $679,623 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Public Offering on December 22, 2021, an amount of $191,647,500 ($10.10 per Unit), excluding $741,228 that was wired to the Company’s operating bank account on December 31, 2021 for working capital purpose, from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination) (the “Combination Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is $10.10 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination Marketing Agreement (see Note 6). If the Company is unable to complete an initial Business Combination within such period, it 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its 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 Company’s rights and warrants, which will expire worthless if the Company fails to complete the Business Combination within the 15-month time period. Pursuant to the terms of the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC on December 20, 2021, in order to extend the time available for us to consummate our initial business combination, our sponsor or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension, an amount of $1,897,500 ($0.10 per share) on or prior to the date of the applicable deadline, up to an aggregate of $3,795,000, or approximately $0.20 per share. All of the Public Shares, or shares of our common stock sold as part of the IPO, contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. The Sponsor, officers and directors 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 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 Business Combination within such time period); and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the amount of interest which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Liquidity As of December 31, 2021, the Company had $741,228 in cash and working capital of $998,574 (excluding the amount of franchise tax payable that could be paid from available trust interest income). Prior to the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the Sponsor of $204,841, which was fully paid upon the IPO. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will 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 to pay 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. 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. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. During the period from April 19, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Gross Gross Fair Value Cash $ 1,483 $ — $ — $ 1,483 U.S. Treasury Bills 191,652,478 — (12,912 ) 191,639,566 $ 191,653,961 $ — $ (12,912 ) $ 191,641,049 Income Taxes The Company accounts for income taxes under 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 financial statement 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 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments, such as warrants, 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 sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the 17,404,250 warrants issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations (See Note 8). Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,959,726 as a result of the IPO (consisting of $3,450,000 of underwriting fees, and $679,623 of other offering costs). The Company recorded $7,701,178 of offering costs as a reduction of temporary equity in connection with the common stock included in the Units. The Company immediately expensed $258,548 of offering costs in connection with the Public Warrants, Private Placement Warrants and Representative’s Warrants that were classified as liabilities. Net Income Per Common Stock The Company has two categories of shares, which are referred to as common stock subject to possible redemption and common stock. Earnings and losses are shared pro rata between the two categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from April 19, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each category of common stock: For the Period from Common stock subject to possible redemption Common stock Basic and diluted net income per share: Numerator: Allocation of net income $ 45,224 $ 255,209 Denominator: Weighted-average shares outstanding 738,327 4,166,586 Basic and diluted net income per share $ 0.06 $ 0.06 Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public common stock subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public common stock sold as part of the Units in the IPO was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The public common stock is subject to ASC 480-10-S99 and is currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of December 31, 2021, the amount of public common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds $ 189,750,000 Less: Proceeds allocated to Public Warrants (4,204,248 ) Common stock issuance costs (7,701,178 ) Plus: Accretion of redeemable common stock 13,802,926 Contingently redeemable common stock $ 191,647,500 Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company adopted ASU 2020-06 upon its incorporation. The impact to the Company’s balance sheet and statements of operations and cash flows was not material. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Dec. 31, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering Public Units On December 22, 2021, the Company sold 18,975,000 Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of common stock, one right, and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described herein. Public Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price shall 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 in the section “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 become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); ● if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share 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 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 common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the 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	8 Months Ended
	Dec. 31, 2021
Private Placements [Abstract]
Private Placement	Note 4 - Private Placement The Company’s Sponsor, I-Bankers and Dawson James have purchased an aggregate of 7,347,500 warrants (which included 697,500 Units issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per warrant ($7,347,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Of such amount, 5,162,500 warrants were purchased by the Sponsor and 2,185,000 warrants were purchased by I-Bankers and Dawson James. The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of 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 being sold in the IPO.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares In April 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of the offering costs in exchange for an aggregate of 5,175,000 shares of common stock, par value $0.0001 per share (the “Founder Shares”). In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock. On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock, resulting in the Sponsor holding an aggregate of 4,743,750 shares of common stock. The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On December 22, 2021, the over-allotment option was fully exercised and such shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the Lock-up. Promissory Note - Related Party On April 19, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of September 30, 2021 or the closing of the IPO. On November 5, 2021, the Company amended the promissory note to increase the principal amount up to $200,000 with a due date at the earlier of April 30, 2022 or the closing of the IPO. Through the IPO, the Company borrowed $200,000 under the promissory note and an additional $4,841 was advanced from the Sponsor. These amounts were repaid in full upon the closing of the IPO out of the offering proceeds that had been allocated to the payment of offering expenses (other than underwriting commissions). The Company paid $25,000 in excess which is owed back to the Company, and is accounted for as due from related party as of December 31, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 the 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, at the option of the lender, into warrants at a price of $1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the effective date of the IPO, the Company will pay an affiliate of one of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, $1,613 had been accrued and charged to operating expenses. Extension Loans The Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, it may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. In order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension, $1,897,500 ($0.10 per) on or prior to the date of the applicable deadline, up to an aggregate $3,795,000 or approximately $0.20 per share. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of the initial Business Combination. If the Company completes its initial Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, it will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. In the event that the Company receives notice from the Sponsor five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the closing date of the IPO requiring the Company to register such securities for resale. The holders of these securities are 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 completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period described in Note 5. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 30-day option from the date of IPO to purchase up to an additional 2,475,000 units to cover over-allotments, if any. On December 22, 2021, the over-allotment was fully exercised. The underwriters received a cash underwriting discount of approximately 1.82% of the gross proceeds of the IPO, or $3,450,000. Business Combination Marketing Agreement Under a Business Combination marketing agreement, the Company engaged I-Bankers and Dawson James as advisors in connection with the Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68% of the gross proceeds of the IPO, or $6,986,250. Representative’s Shares On December 22, 2021, the Company issued 450,000 shares (Representative Shares) of common stock (which included 37,500 Units issued pursuant to the full exercise of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees). I-Bankers and Dawson James (and/or their designees) have agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, I-Bankers and Dawson James (and/or their designees) have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The fair value of the Representative’s Shares issued are recognized as offering costs directly attributable to the issuance of an equity contract to be classified in equity and are recorded as a reduction of equity (see Note 1). December 22, Input Risk-free interest rate 0.76 % Expected term (years) 2.27 Expected volatility 11.4 % Stock price $ 10.00 Fair value of Representative’s Shares $ 7.93 Representative’s Warrants The Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which included 74,250 Units issued pursuant to the full exercise of the over-allotment option) exercisable at $11.50 per share (or an aggregate exercise price of $6,546,375) at the closing of the IPO. The Representative Warrants issued are recognized as derivative liabilities in accordance with ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1 and 8). The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of which the IPO forms a part and the closing of the initial Business Combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers and Dawson James have agreed that neither they nor their designees will be permitted to exercise the warrants after the five year anniversary of the effective date of the registration statement of which the IPO forms a part. The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the IPO forms a part pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the IPO forms a part with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares at a price below its exercise price. The Company will have no obligation to net cash settle the exercise of the warrants. The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available.

Stockholders_ Deficit

Stockholders’ Deficit	8 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred stock Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by the stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors (prior to consummation of the initial Business Combination). The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Warrant liabilities – Public Warrants $ 3,890,177 $ - $ - $ 3,890,177 Warrant liabilities – Private Placement Warrants 3,086,701 - - 3,086,701 Warrant liabilities – Representative’s Warrants 239,144 - - 239,144 $ 7,216,022 $ - $ - $ 7,216,022 The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. 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 statement of operations. The Company used a Monte Carlo simulation model to value the Public Warrants, the Private Placement Warrants and the Representative’s Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 22, 2021: December 22, Input Risk-free interest rate 1.33 % Expected term (years) 6.27 Expected volatility 11.4 % Exercise price $ 11.50 Fair value of Common stock $ 9.01 The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2021: December 31, Input Risk-free interest rate 1.37 % Expected term (years) 6.25 Expected volatility 10.8 % Exercise price $ 11.50 Fair value of Common stock $ 9.07 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Public Representative’s Warrant Fair value at April 19, 2021 (inception) $ — $ — $ — $ — Initial measurement at December 22, 2021 3,349,813 4,204,248 259,528 7,813,589 Change in fair value of warrant liabilities (263,112 ) (314,071 ) (20,384 ) (597,567 ) Fair value at December 31, 2021 $ 3,086,701 $ 3,890,177 $ 239,144 $ 7,216,022

Income Tax

Income Tax	8 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 9 – Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 7,678 Federal Net Operating loss 425 Total deferred tax asset 8,103 Valuation allowance (8,103 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the period from Federal Current $ — Deferred (8,103 ) State Current — Deferred — Change in valuation allowance 8,103 Income tax provision $ — As of December 31, 2021, the Company had $2,023 U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from April 19, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $8,103. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 Change in fair value of warrant liabilities -41.8 Warrant issuance costs 18.1 Change in valuation allowance 2.7 Income tax provision — % The Company files income tax returns in the U.S. federal, New York and New York City jurisdictions and is subject to examination by the various taxing authorities since inception.

Subsequent Events

Subsequent Events	8 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the Company’s review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 21, 2022, the Company announced that its units will no longer trade, and that the Company’s common stock, rights and redeemable warrants, which together comprise the units, will commence trading separately.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. 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.
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, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. During the period from April 19, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Gross Gross Fair Value Cash $ 1,483 $ — $ — $ 1,483 U.S. Treasury Bills 191,652,478 — (12,912 ) 191,639,566 $ 191,653,961 $ — $ (12,912 ) $ 191,641,049
Income Taxes	Income Taxes The Company accounts for income taxes under 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 financial statement 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 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments, such as warrants, 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 sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the 17,404,250 warrants issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations (See Note 8).
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,959,726 as a result of the IPO (consisting of $3,450,000 of underwriting fees, and $679,623 of other offering costs). The Company recorded $7,701,178 of offering costs as a reduction of temporary equity in connection with the common stock included in the Units. The Company immediately expensed $258,548 of offering costs in connection with the Public Warrants, Private Placement Warrants and Representative’s Warrants that were classified as liabilities.
Net Income Per Common Stock	Net Income Per Common Stock The Company has two categories of shares, which are referred to as common stock subject to possible redemption and common stock. Earnings and losses are shared pro rata between the two categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from April 19, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each category of common stock: For the Period from Common stock subject to possible redemption Common stock Basic and diluted net income per share: Numerator: Allocation of net income $ 45,224 $ 255,209 Denominator: Weighted-average shares outstanding 738,327 4,166,586 Basic and diluted net income per share $ 0.06 $ 0.06
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public common stock subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public common stock sold as part of the Units in the IPO was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The public common stock is subject to ASC 480-10-S99 and is currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of December 31, 2021, the amount of public common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds $ 189,750,000 Less: Proceeds allocated to Public Warrants (4,204,248 ) Common stock issuance costs (7,701,178 ) Plus: Accretion of redeemable common stock 13,802,926 Contingently redeemable common stock $ 191,647,500
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company adopted ASU 2020-06 upon its incorporation. The impact to the Company’s balance sheet and statements of operations and cash flows was not material. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of carrying value	Carrying Gross Gross Fair Value Cash $ 1,483 $ — $ — $ 1,483 U.S. Treasury Bills 191,652,478 — (12,912 ) 191,639,566 $ 191,653,961 $ — $ (12,912 ) $ 191,641,049
Schedule of basic and diluted net income per share	For the Period from Common stock subject to possible redemption Common stock Basic and diluted net income per share: Numerator: Allocation of net income $ 45,224 $ 255,209 Denominator: Weighted-average shares outstanding 738,327 4,166,586 Basic and diluted net income per share $ 0.06 $ 0.06
Schedule of balance sheet are reconciled	Gross proceeds $ 189,750,000 Less: Proceeds allocated to Public Warrants (4,204,248 ) Common stock issuance costs (7,701,178 ) Plus: Accretion of redeemable common stock 13,802,926 Contingently redeemable common stock $ 191,647,500

Commitments and Contingencies (

Commitments and Contingencies (Tables)	8 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of fair value of monte carlo simulation	December 22, Input Risk-free interest rate 0.76 % Expected term (years) 2.27 Expected volatility 11.4 % Stock price $ 10.00 Fair value of Representative’s Shares $ 7.93

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of the Company’s liabilities that are measured at fair value on a recurring basis	December 31, Quoted Significant Significant Liabilities: Warrant liabilities – Public Warrants $ 3,890,177 $ - $ - $ 3,890,177 Warrant liabilities – Private Placement Warrants 3,086,701 - - 3,086,701 Warrant liabilities – Representative’s Warrants 239,144 - - 239,144 $ 7,216,022 $ - $ - $ 7,216,022
Schedule of inputs into the Monte Carlo simulation	December 22, Input Risk-free interest rate 1.33 % Expected term (years) 6.27 Expected volatility 11.4 % Exercise price $ 11.50 Fair value of Common stock $ 9.01 December 31, Input Risk-free interest rate 1.37 % Expected term (years) 6.25 Expected volatility 10.8 % Exercise price $ 11.50 Fair value of Common stock $ 9.07
Schedule of the changes in the fair value of financial instruments	Private Public Representative’s Warrant Fair value at April 19, 2021 (inception) $ — $ — $ — $ — Initial measurement at December 22, 2021 3,349,813 4,204,248 259,528 7,813,589 Change in fair value of warrant liabilities (263,112 ) (314,071 ) (20,384 ) (597,567 ) Fair value at December 31, 2021 $ 3,086,701 $ 3,890,177 $ 239,144 $ 7,216,022

Income Tax (Tables)

Income Tax (Tables)	8 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 7,678 Federal Net Operating loss 425 Total deferred tax asset 8,103 Valuation allowance (8,103 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision consists	For the period from Federal Current $ — Deferred (8,103 ) State Current — Deferred — Change in valuation allowance 8,103 Income tax provision $ —
Schedule of statutory federal income tax rate (benefit)	December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 Change in fair value of warrant liabilities -41.8 Warrant issuance costs 18.1 Change in valuation allowance 2.7 Income tax provision — %

Organization, Business Operat_2

Organization, Business Operations and Liquidity (Details) - USD ($)	1 Months Ended	8 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Organization, Business Operations and Liquidity (Details) [Line Items]
Purchase share of common stock per share (in Dollars per share)	$ 11.5
Sold price per unit (in Dollars per share)	$ 10
Generating gross proceeds		$ 7,347,500
Transaction costs amounted		7,959,726
Underwriting fees		3,450,000
Shares cost		3,570,576
Warrants cost		259,527
Other offering costs		$ 679,623
fair market value percentage		80.00%
Public offering amount	$ 191,647,500
Shares issued price per share (in Dollars per share)	$ 10.1
Maturity days	185 days
Company obligation percentage		100.00%
Trust account per public share (in Dollars per share)		$ 10.1
Dissolution expenses		$ 100,000
Deposit amount		$ 1,897,500
Price per share (in Dollars per share)		$ 0.1
Aggregate amount		$ 3,795,000
Aggregate price per share (in Dollars per share)		$ 0.2
Net tangible assets		$ 5,000,001
Public per share (in Dollars per share)		$ 10.1
Cash		$ 741,228
Working Capital		998,574
Unsecured promissory note		204,841
Sponsor [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Capital contribution		$ 25,000
Business Combination [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Business combination voting securities		50.00%
Common Stock [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Common stock per share (in Dollars per share)	$ 0.0001
IPO [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Number of units issued	$ 18,975,000
Generating gross proceeds	189,750,000	$ 7,347,500
Warrants (in Shares)		7,347,500
Issued shares (in Shares)		697,500
Operating bank account	741,228
Aggregate price per share (in Dollars per share)		$ 0.2
Over-Allotment Option [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Number of units issued	$ 2,475,000
Private Placement [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds		$ 7,347,500
Warrants per share (in Dollars per share)		$ 1

Significant Accounting Polici_3

Significant Accounting Policies (Details)	8 Months Ended
	Dec. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Maturity days	185 days
Warrants issued (in Shares) | shares	17,404,250
Offering costs	$ 7,701,178
Offering costs expenses	$ 258,548
Potential shares of common stock (in Shares) | shares	17,404,250
Public Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Issued warrants (in Shares) | shares	9,487,500
Private Placement Warrants [Member]
Significant Accounting Policies (Details) [Line Items]
Issued warrants (in Shares) | shares	7,347,500
Over-Allotment Option [Member]
Significant Accounting Policies (Details) [Line Items]
Underwriters (in Shares) | shares	569,250
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 7,959,726
Underwriting fees	3,450,000
Representative’s shares cost	3,570,576
Representative’s warrants cost	259,527
Other offering costs	$ 679,623

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of carrying value	8 Months Ended
	Dec. 31, 2021USD ($)
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	$ 191,653,961
Gross Unrealized Gains
Gross Unrealized Losses	(12,912)
Fair Value as of December 31, 2021	191,641,049
Cash [Member]
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	1,483
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of December 31, 2021	1,483
U.S. Treasury Bills [Member]
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	191,652,478
Gross Unrealized Gains
Gross Unrealized Losses	(12,912)
Fair Value as of December 31, 2021	$ 191,639,566

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share	8 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Common stock subject to possible redemption [Member]
Numerator:
Allocation of net income | $	$ 45,224
Denominator:
Weighted-average shares outstanding | shares	738,327
Basic and diluted net income per share | $ / shares	$ 0.06
Common stock [Member]
Numerator:
Allocation of net income | $	$ 255,209
Denominator:
Weighted-average shares outstanding | shares	4,166,586
Basic and diluted net income per share | $ / shares	$ 0.06

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of balance sheet are reconciled	8 Months Ended
	Dec. 31, 2021USD ($)
Schedule of balance sheet are reconciled [Abstract]
Gross proceeds	$ 189,750,000
Less:
Proceeds allocated to Public Warrants	(4,204,248)
Common stock issuance costs	(7,701,178)
Plus:
Accretion of redeemable common stock	13,802,926
Contingently redeemable common stock	$ 191,647,500

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	8 Months Ended
	Dec. 31, 2021	Dec. 22, 2021
Initial Public Offering (Details) [Line Items]
Proposed public offering description	On December 22, 2021, the Company sold 18,975,000 Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of common stock, one right, and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described herein.
Newly issued price		$ 10.1
Redemption of warrants description	●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”);  ●if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share 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.
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Newly issued price	$ 11.5
Total equity proceeds	60.00%
Market price per share	$ 9.2
Stock price	18
Public Warrants [Member] | Series of Individually Immaterial Business Acquisitions [Member]
Initial Public Offering (Details) [Line Items]
Market price per share	$ 9.2
Public Warrants [Member] | Minimum [Member]
Initial Public Offering (Details) [Line Items]
Market value percentage	115.00%
Public Warrants [Member] | Maximum [Member]
Initial Public Offering (Details) [Line Items]
Market value percentage	180.00%

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended	8 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Private Placement (Details) [Line Items]
Purchase of aggregate warrants		$ 4,204,248
Aggregate price		7,347,500
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of aggregate warrants		7,347,500
Aggregate price		$ 7,347,500
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Price per warrants (in Dollars per share)		$ 1
IPO [Member]
Private Placement (Details) [Line Items]
Aggregate price	$ 189,750,000	$ 7,347,500
Purchase warrants		2,185,000
Over-Allotment Option [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of aggregate warrants		697,500
I-Bankers and Dawson James [Member]
Private Placement (Details) [Line Items]
Purchase of aggregate warrants		$ 5,162,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended			8 Months Ended
	Dec. 20, 2021	Oct. 31, 2021	Apr. 30, 2021	Dec. 31, 2021	Nov. 05, 2021	Apr. 19, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid			$ 25,000
Price per share (in Dollars per share)			$ 0.005
Shares of common stock (in Shares)	4,743,750	862,500	5,175,000
Common stock par value (in Dollars per share)			$ 0.0001	$ 0.0001
Stock dividend, description	the Company effected a 1.1- for-1 stock dividend of its common stock
Shares subject to forfeiture (in Shares)				618,750
Common stock exceeds per share (in Dollars per share)				$ 12
Aggregate principal amount					$ 200,000	$ 150,000
Additional advanced from sponsor				$ 4,841
Related party amount				25,000
Convertible loans				$ 1,500,000
Warrants price per share (in Dollars per share)				$ 1
Accrued and charged to operating expenses				$ 1,613
Aggregate price per share (in Dollars per share)				$ 0.2
Administrative Service Fee [Member]
Related Party Transactions (Details) [Line Items]
Rental expenses				$ 5,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount				3,795,000
Borrowed				200,000
Trust Account Deposit amount				$ 1,897,500
Trust account per share (in Dollars per share)				$ 0.1
Aggregate price per share (in Dollars per share)				$ 0.2

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	8 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Gross proceeds (in Dollars)		$ 189,750,000
Business combination, percentage		3.68%
Gross proceeds (in Dollars)		$ 6,986,250
Fair value (in Dollars)	$ 3,570,576
Exercisable per share (in Dollars per share)		$ 11.5
Warrants term		5 years
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Additional shares units		2,475,000
Underwriting discount		1.82%
Gross proceeds (in Dollars)		$ 3,450,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriters	450,000
Warrants		74,250
Aggregate exercise price (in Dollars)		$ 6,546,375
I-Bankers and Dawson James [Member]
Commitments and Contingencies (Details) [Line Items]
Shares of common stock	37,500
Warrants underwriters		569,250

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of fair value of monte carlo simulation - Monte Carlo simulation [Member]	1 Months Ended
	Dec. 22, 2021$ / shares
Input
Risk-free interest rate	0.76%
Expected term (years)	2 years 3 months 7 days
Expected volatility	11.40%
Stock price	$ 10
Fair value of Representative’s Shares	$ 7.93

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	1 Months Ended
	Dec. 20, 2021	Oct. 31, 2021	Dec. 31, 2021	Dec. 22, 2021	Apr. 30, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized			1,000,000
Preferred stock, par value (in Dollars per share)			$ 0.0001
Common stock, shares authorized			100,000,000
Common stock, Par value (in Dollars per share)			$ 0.0001
Shares issued					5,175,000
Cancellation, common stock		862,500
Shares issued common stock				450,000
Common stock shares, issued			5,193,750
Common stock shares, outstanding			5,193,750
Common stock subject to redemption			18,975,000
Business Combination [Member]
Stockholders’ Deficit (Details) [Line Items]
Initial business combination percentage			50.00%
Sponsor [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued					25,000
Price per share (in Dollars per share)					$ 0.005
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Dividend description	the Company effected a 1.1- for-1 stock dividend of its common stock, resulting in an aggregate of 4,743,750 Founder Shares issued
Over-Allotment Option [Member]
Stockholders’ Deficit (Details) [Line Items]
Issued of full exercise of over-allotment				37,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis	8 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	$ 7,216,022
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	3,890,177
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	3,086,701
Representative’s Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	239,144
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Quoted Prices In Active Markets (Level 1) [Member] | Representative’s Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Representative’s Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities
Significant Other Observable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	7,216,022
Significant Other Observable Inputs (Level 3) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	3,890,177
Significant Other Observable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	3,086,701
Significant Other Observable Inputs (Level 3) [Member] | Representative’s Warrants [Member]
Fair Value Measurements (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	$ 239,144

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of inputs into the Monte Carlo simulation - USD ($)	1 Months Ended	8 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Input
Risk-free interest rate	1.33%	1.37%
Expected term (years)	6 years 3 months 7 days	6 years 3 months
Expected volatility	11.40%	10.80%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Fair value of Common stock (in Dollars)	$ 9.01	$ 9.07

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of the changes in the fair value of financial instruments	8 Months Ended
	Dec. 31, 2021USD ($)
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of financial instruments [Line Items]
Fair value beginning
Initial measurement at December 22, 2021	3,349,813
Change in fair value of warrant liabilities	(263,112)
Fair value ending	3,086,701
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of financial instruments [Line Items]
Fair value beginning
Initial measurement at December 22, 2021	4,204,248
Change in fair value of warrant liabilities	(314,071)
Fair value ending	3,890,177
Representative’s Warrants [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of financial instruments [Line Items]
Fair value beginning
Initial measurement at December 22, 2021	259,528
Change in fair value of warrant liabilities	(20,384)
Fair value ending	239,144
Warrant liability [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of financial instruments [Line Items]
Fair value beginning
Initial measurement at December 22, 2021	7,813,589
Change in fair value of warrant liabilities	(597,567)
Fair value ending	$ 7,216,022

Income Tax (Details)

Income Tax (Details)	8 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss	$ 2,023
Valuation allowance	$ 8,103

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of deferred tax assets	Dec. 31, 2021USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 7,678
Federal Net Operating loss	425
Total deferred tax asset	8,103
Valuation allowance	(8,103)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision consists	8 Months Ended
	Dec. 31, 2021USD ($)
Federal
Current
Deferred	(8,103)
State
Current
Deferred
Change in valuation allowance	8,103
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of statutory federal income tax rate (benefit)	8 Months Ended
	Dec. 31, 2021
Schedule of statutory federal income tax rate (benefit) [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liabilities	(41.80%)
Warrant issuance costs	18.10%
Change in valuation allowance	2.70%
Income tax provision