Relativity Acquisition Corp - Ordinary Shares (RACY) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	9 Months Ended
	Dec. 31, 2021	Mar. 29, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	RELATIVITY ACQUISITION CORP.
Trading Symbol	RACYU
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001860484
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	001-41283
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3244927
Entity Address, Address Line One	c/o 3753 Howard Hughes Pkwy
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	(888)
Local Phone Number	710-4420
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		15,028,750
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,593,750

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Assets
Cash	$ 42,194
Deferred Offering Costs	2,154,011
Prepaid expense	5,000
Total Assets	2,201,205
Liabilities and Stockholder’s Equity
Due to related party	25,000
Accrued offering costs and expenses	87,641
Franchise tax payable	1,505
Promissory Note – Related Party	96,763
Total Current Liabilities	210,909
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,593,750 shares issued and outstanding (1)	359	[1]
Additional paid-in capital	1,999,509
Share subscription receivable	(2,470)
Accumulated deficit	(7,102)
Total Stockholder’s Equity	1,990,296
Total Liabilities and Stockholder’s Equity	$ 2,201,205
[1]	Includes up to 468,750 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 8). On February 15, 2022, the underwriters fully exercised the over-allotment option, thus no shares were subject to forfeiture.

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized	1,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	3,593,750
Common stock, shares outstanding	3,593,750

Statement of Operations

Statement of Operations	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 7,102
Net loss	$ (7,102)
Basic and diluted weighted average shares outstanding (in Shares) | shares	3,125,000	[1]
Basic and diluted net loss per common share (in Dollars per share) | $ / shares	$ 0
[1]	Excludes up to 468,750 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 8). On February 15, 2022, the underwriters fully exercised the over-allotment option, thus no shares were forfeited.

Statement of Changes in Stockho

Statement of Changes in Stockholder’s Deficit - 9 months ended Dec. 31, 2021 - USD ($)		Class BCommon Stock	Additional Paid-In Capital	Share Subscription Receivable	Accumulated Deficit	Total
Balance at Apr. 12, 2021
Balance (in Shares) at Apr. 12, 2021	[1]
Class B common stock issued to the initial stockholder		$ 375	24,625			25,000
Class B common stock issued to the initial stockholder (in Shares)	[1]	3,750,000
Return of founder shares		$ (51)	51
Return of founder shares (in Shares)		(511,250)
Issuance of 355,000 founder shares to A.G.P.		$ 35	2,435	(2,470)
Issuance of 355,000 founder shares to A.G.P. (in Shares)	[1]	355,000
The excess of fair value of shares issued to A.G.P.			1,972,398			1,972,398
The excess of fair value of shares issued to A.G.P. (in Shares)	[1]
Net loss					(7,102)	(7,102)
Balance at Dec. 31, 2021		$ 359	$ 1,999,509	$ (2,470)	$ (7,102)	$ 1,990,296
Balance (in Shares) at Dec. 31, 2021	[1]	3,593,750
[1]	Includes up to 468,750 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 8). On February 15, 2022, the underwriters fully exercised the over-allotment option, thus no shares were subject to forfeiture.

Statement of Changes in Stock_2

Statement of Changes in Stockholder’s Deficit (Parentheticals)	9 Months Ended
	Dec. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Founder shares	355,000

Statement of Cash Flows

Statement of Cash Flows	9 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (7,102)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating costs paid by related party	3,338
Changes in operating assets and liabilities:
Franchise tax payable	1,505
Prepaid expense	(5,000)
Net cash used in operating activities	(7,259)
Cash flows from financing activities:
Proceeds from promissory note – related party	93,425
Payment of deferred offering costs	(43,972)
Net cash provided by financing activities	49,453
Net change in cash	42,194
Cash, beginning of the period
Cash, end of the period	42,194
Supplemental disclosure of noncash activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	21,662
Deferred offering costs paid by Sponsor under the promissory note	25,000
Deferred offering costs included in accrued offerings costs and expenses	87,641
Shares subscription receivable	(2,470)
The excess of fair value of AGP shares	$ 1,972,398

Organization, Business Operatio

Organization, Business Operations	9 Months Ended
	Dec. 31, 2021
Organization, Business Operations [Abstract]
Organization, Business Operations	Note 1 — Organization, Business Operations Relativity Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on April 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”), which was consummated on February 15, 2022. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the IPO of 14,375,000 units at $10.00 per unit (the “Units”), including the issuance of 1,875,000 Units as a result of the full exercise of the underwriters’ over-allotment option, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Simultaneously with the consummation of the IPO, including 1,875,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, the Company consummated the private placement of 653,750 units (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one warrant (“Private Placement Warrant”). Transaction costs amounted to $3,890,326 consisting of $1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable and $480,428 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of the business combination fee held in trust and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO and full exercise of the over-allotment by the underwriters on February 15, 2022, $146,625,000.00 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account initially was $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the business combination fee the Company will pay to the underwriters. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A common stock is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 12 months from the closing of the IPO to complete the initial Business Combination, except that the Company’s Sponsor has 2 3-month extensions available to them for up to 18 months to complete the initial Business Combination (as set out below) (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor may extend the period of time to consummate a business combination for up to two times without stockholder approval, each for an additional three months (for a total of up to 18 months to complete a business combination (each such three-month period, a “Funded Extension Period”), so long as the Sponsor or its affiliates or designees deposit into the trust account: (i) with respect to a single Funded Extension Period, an additional $0.10 per share (for an aggregate of $1,437,500) (an “Extension Payment”), and (ii) with respect to two consecutive Funded Extension Periods, an Extension Payment prior to each Funded Extension Period, or $0.20 per share in the aggregate (for an aggregate of $2,875,000), upon five days advance notice prior to the applicable deadline pursuant to the terms of the amended and restated certificate of incorporation and the trust agreement that was entered into between the Company and Continental Stock Transfer & Trust Company. The public stockholders will not be entitled to vote or redeem their shares in connection with any Funded Extension Periods. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 (or up to $10.40 if available extensions are utilized) per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 (or up to $10.40 if available extensions are utilized) per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 15, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, then, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 15, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by February 15, 2023 (or the expiration date of any Funded Extension Period). Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded, that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, search for a target company and/or ability to complete a business combination, 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	9 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 (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $42,194 in cash and did not have any cash equivalents as of December 31, 2021. Deferred Offering Costs Offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO, and the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable. Offering costs will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the IPO, offering costs associated with warrant liabilities were expensed and offering costs associated with the Class A common stock were charged to temporary equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 468,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains 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 such public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares 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 shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such the fair value of the Public Warrants is bifurcated and presented as a liability. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on April 13, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Dec. 31, 2021
Proposed Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 15, 2022, the Company consummated its IPO of 14,375,000 Units, including 1,875,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable Public Warrant. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Following the closing of the IPO on February 15, 2022, $146,625,000.00 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a Trust Account and will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Private Placement

Private Placement	9 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 653,750 Private Placement Units at a price of $10.00 per Unit, or $6,537,500 in the aggregate, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one Private Placement Warrant. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its 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	9 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In May 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 3,750,000 shares of Common stock (the “Founder Shares”). On December 14, the Sponsor returned to the Company, at no cost, an aggregate of 511,250 founder shares, which the Company cancelled. On December 14, 2021, an aggregate of 355,000 shares of Class B common stock were issued to A.G.P., resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding. On January 12, 2022, the Sponsor transferred 176,094 founder shares to George Syllantavos, and 28,750 founder shares to Anastasios Chrysostomidis. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 14,375,000 Units if the underwriter’s over-allotment option were exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. The underwriter’s over-allotment option was exercised in full, and no Founder Shares were forfeited. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions. Promissory Note — Related Party On July 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the IPO. As of December 31, 2021, the Company had borrowed $96,763 under the promissory note. The Company had fully repaid the total amount of promissory note on February 15, 2022 and the credit facility is no longer available. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital 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 the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. Due to Related Party As of December 31, 2021, the Sponsor paid the deferred offering costs of $25,000 for the Company.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Stockholder Rights Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 1,875,000 Units to cover over-allotments, if any. As of February 15, 2022, the underwriters had fully exercised the over-allotment option. On December 14, 2021, the Company sold an aggregate of 355,000 shares of Class B common stock to A.G.P. at $0.007 per share, for a total consideration of $2,470, which has not been funded as of February 15, 2022 and was recorded as share subscription receivable. The subscription receivable was paid on February 18, 2022. The fair value of Class B common stock sold to A.G.P. was $1,974,868. The Company accounted for $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable as an offering cost of the IPO and allocated between the warrants, equity and temporary equity based on the relative fair values. On February 15, 2022, the Company paid cash underwriting commissions of $1,437,500 to the underwriters. Business Combination Marketing Agreement The Company engaged A.G.P. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay A.G.P. a fee in cash for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $5,031,250 in the aggregate. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination.

Warrant Liability

Warrant Liability	9 Months Ended
	Dec. 31, 2021
Warrant Liability [Abstract]
Warrant Liability	Note 7 — Warrant Liability As of December 31, 2021, there were no warrants outstanding. The Company accounted for the 15,028,750 warrants issued in connection with the IPO (14,375,000 Public Warrants and 653,750 Private Placement Warrants) 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 will classify 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 liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 52 nd Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 9 — Stockholder’s Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. At December 31, 2021, there were 3,593,750 shares of Class B common stock issued and outstanding, of which 468,750 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full so that the Founder Shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor did not purchase any public shares in the IPO). As of February 15, 2022, the over-allotment option was fully exercised and such shares were no longer subject to forfeiture. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO (not including the shares of Class A common stock issuable to the Representative) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for the initial Business Combination; (ii) negotiation with Class A stockholders on structuring an initial Business Combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of the Class B common stock, but would reduce the percentage ownership of holders of the Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of the Company’s common stock. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Income Tax

Income Tax	9 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 10 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 1,175 Stock-based compensation - Federal net operating loss 316 Total deferred tax asset 1,491 Valuation allowance (1,491 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred 1,491 State Current — Deferred — Change in valuation allowance (1,491 ) Income tax provision $ — As of December 31, 2021, the Company has $1,505 of U.S. federal net operating loss carryovers, which do not expire, and no state 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 13, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $1,491. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.00 % Change in valuation allowance (21.00 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	9 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 — 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 this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as described in these financial statements and below. On January 12, 2022, the Sponsor transferred 176,094 founder shares to George Syllantavos, and 28,750 founder shares to Anastasios Chrysostomidis. On February 15, 2022, the Company consummated the IPO of 14,375,000 units at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 653,750 units at a price of $10.00 per Private Placement Unit in a private placement, generating gross proceeds of $6,537,500. Transaction costs amounted to $3,890,326 consisting of $1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable and $480,428 of other offering costs. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes. The promissory note was repaid in full upon the closing of the IPO out of the offering proceeds that has been allocated to the payment of offering expenses (other than underwriting commissions). The Company overpaid $3,047 to the Sponsor, which was returned by the Sponsor on February 15, 2022. On February 16, 2022, the Sponsor deposited $25,000 into the Company’s operating account, to repay the $3,047 of due from the related party, the excess of $21,953 will be recorded as due to related party. On February 18, 2022, the Company received $2,470 share consideration from AGP.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 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 (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $42,194 in cash and did not have any cash equivalents as of December 31, 2021.
Deferred Offering Costs	Deferred Offering Costs Offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO, and the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable. Offering costs will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the IPO, offering costs associated with warrant liabilities were expensed and offering costs associated with the Class A common stock were charged to temporary equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net Loss Per Common Share	Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 468,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Common stock Subject to Possible Redemption	Common stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains 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 such public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares 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 shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such the fair value of the Public Warrants is bifurcated and presented as a liability.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on April 13, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Income Tax (Tables)

Income Tax (Tables)	9 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of company’s net deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 1,175 Stock-based compensation - Federal net operating loss 316 Total deferred tax asset 1,491 Valuation allowance (1,491 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, 2021 Federal Current $ — Deferred 1,491 State Current — Deferred — Change in valuation allowance (1,491 ) Income tax provision $ —
Schedule of federal income tax rate to company’s effective tax rate	Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.00 % Change in valuation allowance (21.00 )% Income tax provision — %

Organization, Business Operat_2

Organization, Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 15, 2022	Dec. 31, 2021
Organization, Business Operations (Details) [Line Items]
Consummated IPO price per share (in Dollars per share)		$ 10
Shares sold (in Shares)		1,875,000
Transaction cost		$ 3,890,326
Underwriting commission		1,437,500
Underwriter share subscription receivable		1,972,398
Other offering costs		$ 480,428
Fair market value percentage		80.00%
Public per share (in Dollars per share)		$ 10.2
Interest to pay dissolution expenses		$ 100,000
Business combination description		The Sponsor may extend the period of time to consummate a business combination for up to two times without stockholder approval, each for an additional three months (for a total of up to 18 months to complete a business combination (each such three-month period, a “Funded Extension Period”), so long as the Sponsor or its affiliates or designees deposit into the trust account: (i) with respect to a single Funded Extension Period, an additional $0.10 per share (for an aggregate of $1,437,500) (an “Extension Payment”), and (ii) with respect to two consecutive Funded Extension Periods, an Extension Payment prior to each Funded Extension Period, or $0.20 per share in the aggregate (for an aggregate of $2,875,000), upon five days advance notice prior to the applicable deadline pursuant to the terms of the amended and restated certificate of incorporation and the trust agreement that was entered into between the Company and Continental Stock Transfer & Trust Company.
Redeem of public shares percentage		100.00%
Trust account description		The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 (or up to $10.40 if available extensions are utilized) per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 (or up to $10.40 if available extensions are utilized) per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Business Combination [Member]
Organization, Business Operations (Details) [Line Items]
Owns acquires percentage		50.00%
Sponsor [Member]
Organization, Business Operations (Details) [Line Items]
Company consummated private placement (in Shares)		653,750
Price per share (in Dollars per share)		$ 10
Forecast [Member]
Organization, Business Operations (Details) [Line Items]
Company consummated IPO (in Shares)	14,375,000
Consummated IPO price per share (in Dollars per share)	$ 10
Underwriter shares (in Shares)	1,875,000
Class A common stock price per share (in Dollars per share)	$ 11.5
Underwriter description	Following the closing of the IPO and full exercise of the over-allotment by the underwriters on February 15, 2022, $146,625,000.00 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.

Significant Accounting Polici_2

Significant Accounting Policies (Details)	9 Months Ended
	Dec. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Cash	$ 42,194
Federal depository insurance coverage	$ 250,000
Common Class B [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate of shares subject to forfeiture (in Shares) | shares	468,750

Initial Public Offering (Detail

Initial Public Offering (Details) - Subsequent Event [Member]	1 Months Ended
	Feb. 15, 2022USD ($)$ / sharesshares
IPO [Member]
Initial Public Offering (Details) [Line Items]
Units issued | shares	14,375,000
Net proceeds | $	$ 146,625,000
Per units | $ / shares	$ 10.2
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Units issued | shares	1,875,000
Purchase price per units | $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Warrant, description	Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement [Abstract]
Private placement units | shares	653,750
Price per unit | $ / shares	$ 10
Aggregate amount | $	$ 6,537,500
Private placement, description	Each Private Placement Unit consists of one share of Class A common stock and one Private Placement Warrant.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 12, 2022	Dec. 14, 2021	Jul. 02, 2021	Dec. 31, 2021	May 31, 2021
Related Party Transactions (Details) [Line Items]
Deferred offering costs (in Dollars)				$ 25,000	$ 25,000
Cover expenses (in Dollars)			$ 300,000
Borrowed under promissory note (in Dollars)				96,763
Working capital loans (in Dollars)				$ 1,500,000
Convertible unit price (in Dollars per share)				$ 10
Issued shares				150,000
Issued share price (in Dollars)				$ 1,500,000
Sponsor total (in Dollars)				$ 10,000
Business Combination [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Outstanding percentage	20.00%
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares issued					3,750,000
Aggregate of shares		511,250
IPO [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Underwriter’s units	14,375,000
George Syllantavos [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Transferred founder shares	176,094
Anastasios Chrysostomidis [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Transferred founder shares	28,750
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares		355,000
Common stock, shares outstanding		3,593,750
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock equals or exceeds price per share (in Dollars per share)				$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Dec. 14, 2021	Feb. 15, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights, description			Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which the IPO forms a part and may not exercise their demand rights on more than one occasion.
Underwriting agreement, description	On December 14, 2021, the Company sold an aggregate of 355,000 shares of Class B common stock to A.G.P. at $0.007 per share, for a total consideration of $2,470, which has not been funded as of February 15, 2022 and was recorded as share subscription receivable.
Aggregate amount			$ 5,031,250
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting commissions paid		$ 1,437,500
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds, percentage			3.50%
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)			1,875,000
Class B Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Fair value			$ 1,974,868
Excess of fair value			$ 1,972,398

Warrant Liability (Details)

Warrant Liability (Details)	9 Months Ended
	Dec. 31, 2021USD ($)shares
Warrant Liability (Details) [Line Items]
Warrants issued | $	$ 15,028,750
Public warrants	14,375,000
Private placement warrants	653,750
Warrants term	5 years
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination, description	Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Class A Common Stock [Member]
Warrant Liability (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and  ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Stockholder's Equity (Details)

Stockholder's Equity (Details)	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Stockholder's Equity (Details) [Line Items]
Preferred shares, shares authorized	1,000,000
Preferred shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Converted basis, percentage	20.00%
IPO [Member]
Stockholder's Equity (Details) [Line Items]
Converted basis, percentage	20.00%
Class A Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding
Common stock, shares issued
Class B Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding	3,593,750
Common stock, shares issued	3,593,750
Shares subject to forfeiture (in Dollars) | $	$ 468,750

Income Tax (Details)

Income Tax (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss	$ 1,505
Valuation allowance	$ 1,491

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of company’s net deferred tax assets	Dec. 31, 2021USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 1,175
Stock-based compensation
Federal net operating loss	316
Total deferred tax asset	1,491
Valuation allowance	(1,491)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	9 Months Ended
	Dec. 31, 2021USD ($)
Federal
Current
Deferred	1,491
State
Current
Deferred
Change in valuation allowance	(1,491)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate to company’s effective tax rate	9 Months Ended
	Dec. 31, 2021
Schedule of federal income tax rate to company’s effective tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Permanent Book/Tax Differences	0.00%
Change in valuation allowance	(21.00%)
Income tax provision

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jan. 12, 2022	Feb. 15, 2022	Jan. 18, 2022	Feb. 16, 2022
Founder Shares [Member]
Subsequent Events (Details) [Line Items]
Sponsor deposited				$ 25,000
George Syllantavos [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sponsor shares (in Shares)	176,094
Anastasios Chrysostomidis [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sponsor shares (in Shares)	28,750
Forecast [Member]
Subsequent Events (Details) [Line Items]
Subsequent events description		the Company consummated the IPO of 14,375,000 units at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 653,750 units at a price of $10.00 per Private Placement Unit in a private placement, generating gross proceeds of $6,537,500. Transaction costs amounted to $3,890,326 consisting of $1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable and $480,428 of other offering costs. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes.
Overpaid amount		$ 3,047
Due from related party				3,047
Due to related party				$ 21,953
Share consideration			$ 2,470