Welsbach Technology Metals Acquisition (WTMA) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information Line Items
Entity Registrant Name	Welsbach Technology Metals Acquisition Corp.
Trading Symbol	WTMA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,011,662
Amendment Flag	false
Entity Central Index Key	0001866226
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41183
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0106702
Entity Address, Address Line One	160 S Craig Place
Entity Address, City or Town	Lombard
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60148
City Area Code	(510)
Local Phone Number	900-0242
Title of 12(b) Security	Common stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash		$ 900,546	$ 1,200,956
Prepaid expenses and other		260,871	332,633
Total current assets		1,161,417	1,533,589
Investment held in Trust Account		77,284,648	75,000,011
TOTAL ASSETS		78,446,065	76,533,600
CURRENT LIABILITIES
Accounts payable		18,495
Due to affiliates		216,063	79,673
Franchise tax payable		110,750	60,750
Total current liabilities		345,308	140,423
Deferred underwriting fee payable		2,704,690	2,625,000
TOTAL LIABILITIES		3,049,998	2,765,423
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE COMMON STOCK
Common Stock subject to possible redemption, $0.0001 par value, 7,727,686 and 7,500,000 shares at redemption value of $10.00 per share at March 31, 2022, and December 31, 2021, respectively		77,276,860	75,000,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2022, and December 31, 2021.
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 and 2,503,750 shares issued and outstanding at March 31, 2022, and December 31, 2021, respectively (1)	[1]	228	250
Accumulated deficit		(1,881,021)	(1,232,073)
Total stockholders' deficit		(1,880,793)	(1,231,823)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS' DEFICIT		$ 78,446,065	$ 76,533,600
[1]	This number includes up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters at December 31, 2021,of which 224,328 shares were forfeited (see Note 4).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to shares at redemption	7,727,686	7,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10	$ 10
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,283,976	2,503,750
Common stock, shares outstanding	2,283,976	2,503,750

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
OPERATING EXPENSES
General and administrative	$ 527,059
Franchise tax	50,000
Total expenses	577,059
OTHER INCOME
Income on investments held in Trust Account	7,777
Total other income	7,777
NET LOSS	$ (569,282)
Weighted average shares outstanding of common stock - redemption feature (in Shares) | shares	7,692,268
Basic and diluted net loss per share of common stock - redemption feature (in Dollars per share) | $ / shares	$ (0.06)
Weighted average shares outstanding of common stock - no redemption feature (in Shares) | shares	2,036,913
Basic and diluted net loss per share of common stock - no redemption feature (in Dollars per share) | $ / shares	$ (0.06)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2022 - USD ($)	Common stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2021	$ 250		$ (1,232,073)	$ (1,231,823)
Balance (in Shares) at Dec. 31, 2021	2,503,750
Sale of private placement units to the sponsor		45,540		45,540
Sale of private placement units to the sponsor (in Shares)	4,554
Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs)		73,142		73,142
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full	$ (22)	22
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full (in Shares)	(224,328)			1,125,000
Accretion for redeemable common stock to redemption value		(118,704)	(79,666)	$ (198,370)
Net loss			(569,282)	(569,282)
Balance at Mar. 31, 2022	$ 228		$ (1,881,021)	$ (1,880,793)
Balance (in Shares) at Mar. 31, 2022	2,283,976

Condensed Statement of Cash Flo

Condensed Statement of Cash Flow (Unaudited)	3 Months Ended
	Mar. 31, 2022USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (569,282)
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on investments held in Trust Account	(7,777)
Changes in operating assets and liabilities:
Prepaid expenses and other	71,762
Due to affiliates	136,390
Accounts payable and accrued expenses	18,495
Franchise tax payable	50,000
Net cash used in operating activities	(300,412)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account	(2,276,860)
Net cash used in investing activities	(2,276,860)
Proceeds from exercise of over-allotment option	2,276,860
Proceeds from sale of private units to sponsor	45,540
Payment of offering costs	(45,538)
Net cash provided by financing activities	2,276,862
NET CHANGE IN CASH	(300,410)
CASH, BEGINNING OF PERIOD	1,200,956
CASH, END OF PERIOD	900,546
Supplemental disclosure on noncash activities:
Initial value related to increase of shares of Common Stock subject to possible redemption	2,276,860
Deferred underwriting commission payable	79,690
Accretion for redeemable common stock to redemption value	$ 198,370

Description of Organization and

Description of Organization and Business Operations and Liquidity	3 Months Ended
	Mar. 31, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 – Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Business Combination. 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 earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on December 27, 2021. On December 30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public Rights”), at $10.00 per Unit generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,745,000 which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised the option and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds of $2,276,860. Upon the closing of the Over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $45,540. As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account. As the over-allotment option was only partially exercised, 224,328 shares of Common stock purchased by the initial shareholders have been forfeited for no consideration. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $4,788,445, consisting of $1,545,537 of underwriting fees, $2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $538,218 of other costs. As described in Note 6, the $2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by September 30, 2022, subject to the terms of the underwriting agreement. Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into 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 the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 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 will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has 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. The Company has 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 are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by September 30, 2022, 9 months following the consummation of the Company’s IPO, or 12 or 15 months following the IPO if the deadline is extended, as the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months, provided that, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, deposit into the Trust Account $862,500 ($0.10 per share in either case, or an aggregate of $1,500,000 (or up to $1,725,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, from the closing of the IPO (“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 us 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. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for 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. Going Concern, Liquidity and Capital Resources As of March 31, 2022, the Company had a cash balance of $900,546 and a working capital surplus of $816,109. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from its inability to consummate a Business Combination or its inability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2022. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and overallotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218 which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO. Subsequently, additional offering cost of $125,227 was incurred with the Overallotment in January 2022 and was also charged against additional paid-in capital and common stock subject to redemption in January 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of March 31, 2022, and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2022 and period ended 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 is subject to income tax examinations by major taxing authorities since inception. At December 31, 2021 the provision for income taxes was deemed to be de minimis. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision (benefit) for income taxes is comprised of the following for the period ended March 31, 2022: Current expense $ - Deferred expense 120,000 Valuation allowance (120,000 ) Income tax provision $ - The net deferred tax assets at March 31, 2022 comprised of the following: Deferred tax assets: Start-up costs $ 111,000 Net operation loss 9,000 Total deferred tax assets 120,000 Valuation allowance (120,000 ) Net deferred tax assets $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or full of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation 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 assets, 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 a portion of the deferred tax assets and has therefore established a valuation allowance. The change in valuation allowance for the three months ended March 31, 2022 was $120,000. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2022, 7,727,686 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. The shares of common stock reflected on the balance sheet are reconciled on the following table: March 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance $ (2,627,413 ) $ (2,550,000 ) Public shares issuance costs $ (4,626,437 ) $ (4,505,480 ) Plus: Accretion of carrying value to redemption value $ 7,253,850 $ 7,055,480 Redeemable ordinary shares subject to possible redemption $ 77,276,860 $ 75,000,000 Net Loss per Common Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The Company's public common shares have a redemption right which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has excluded the Rights from the calculation of diluted income (loss) per share because the Rights are contingent upon the occurrence of future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022.The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per common share. Redeemable Non-Redeemable NUMERATOR Allocation of net income (loss), as adjusted $ (450,096 ) $ (119,186 ) DENOMINATOR Weighted Average Shares Outstanding 7,692,268 2,036,913 EPS Income (loss) per common share $ (0.06 ) $ (0.06 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements for the three months period ended March 31 ,2022.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	3 Months Ended
	Mar. 31, 2022
Regulated Operations [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination (each, a “Public Right”). The Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised the option and purchased 227,686 additional Units (the “Over-allotment Units”).

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination. On January 14, 2021, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 for an aggregate price of $25,000. On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares. The Company no longer has Class B common stock authorized. The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. During the period ended March 31, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due to the underwriters exercise of the over-allotment option in part. The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note – Related Party On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of 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 was payable at the consummation of the IPO. As of March 31, 2022, and December 31, 2021, there was no amount payable against the Note. Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over-allotment option (for an aggregate of $259,136 in excess purchase price). As of March 31, 2022, an amount of $43,073 has been paid and the remaining $216,063 will be repaid from Company’s operating account as soon as practicable. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of March 31, 2022, there were no Working Capital Loans outstanding. Support Services Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, $30,000 has been expensed related to the agreement. Commencing on December 27, 2021, the Company entered into an agreement to pay an entity affiliated with its Chief Financial Officer approximately $6,500 per quarter for accounting services. For the three months ended March 31, 2022, $6,500 has been incurred under this agreement.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $2,276,860 to the Company. In February 2022, the remaining portion of the underwriters’ over-allotment option expired. The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 — Stockholders’ Equity Recapitalization — Common stock

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 (unaudited) and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2022 Quoted Active Significant Significant Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 77,284,648 — — December 31, 2021 Quoted Significant Significant Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 75,000,011 — —

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that there were no subsequent events that would require adjustment or disclosure.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2022. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the IPO and overallotment	Offering Costs associated with the IPO and overallotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218 which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO. Subsequently, additional offering cost of $125,227 was incurred with the Overallotment in January 2022 and was also charged against additional paid-in capital and common stock subject to redemption in January 2022.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of March 31, 2022, and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2022 and period ended 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 is subject to income tax examinations by major taxing authorities since inception. At December 31, 2021 the provision for income taxes was deemed to be de minimis. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision (benefit) for income taxes is comprised of the following for the period ended March 31, 2022: Current expense $ - Deferred expense 120,000 Valuation allowance (120,000 ) Income tax provision $ - The net deferred tax assets at March 31, 2022 comprised of the following: Deferred tax assets: Start-up costs $ 111,000 Net operation loss 9,000 Total deferred tax assets 120,000 Valuation allowance (120,000 ) Net deferred tax assets $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or full of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation 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 assets, 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 a portion of the deferred tax assets and has therefore established a valuation allowance. The change in valuation allowance for the three months ended March 31, 2022 was $120,000.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2022, 7,727,686 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. The shares of common stock reflected on the balance sheet are reconciled on the following table: March 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance $ (2,627,413 ) $ (2,550,000 ) Public shares issuance costs $ (4,626,437 ) $ (4,505,480 ) Plus: Accretion of carrying value to redemption value $ 7,253,850 $ 7,055,480 Redeemable ordinary shares subject to possible redemption $ 77,276,860 $ 75,000,000
Net Loss Per Common Share	Net Loss per Common Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The Company's public common shares have a redemption right which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has excluded the Rights from the calculation of diluted income (loss) per share because the Rights are contingent upon the occurrence of future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022.The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per common share. Redeemable Non-Redeemable NUMERATOR Allocation of net income (loss), as adjusted $ (450,096 ) $ (119,186 ) DENOMINATOR Weighted Average Shares Outstanding 7,692,268 2,036,913 EPS Income (loss) per common share $ (0.06 ) $ (0.06 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements for the three months period ended March 31 ,2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Schedule of total provision (benefit) for income taxes	Current expense $ - Deferred expense 120,000 Valuation allowance (120,000 ) Income tax provision $ -
Schedule of net deferred tax assets	Deferred tax assets: Start-up costs $ 111,000 Net operation loss 9,000 Total deferred tax assets 120,000 Valuation allowance (120,000 ) Net deferred tax assets $ -
Schedule of common stock reflected on the balance sheet	March 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance $ (2,627,413 ) $ (2,550,000 ) Public shares issuance costs $ (4,626,437 ) $ (4,505,480 ) Plus: Accretion of carrying value to redemption value $ 7,253,850 $ 7,055,480 Redeemable ordinary shares subject to possible redemption $ 77,276,860 $ 75,000,000
Schedule of basic and diluted net loss per share	Redeemable Non-Redeemable NUMERATOR Allocation of net income (loss), as adjusted $ (450,096 ) $ (119,186 ) DENOMINATOR Weighted Average Shares Outstanding 7,692,268 2,036,913 EPS Income (loss) per common share $ (0.06 ) $ (0.06 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of liabilities measured at fair value on a recurring basis	Quoted Active Significant Significant Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 77,284,648 — — Quoted Significant Significant Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 75,000,011 — —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details) - USD ($)	Jan. 14, 2022	Dec. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Shares issued (in Shares)			347,500
Generating gross proceeds		$ 75,000,000	$ 77,276,860	$ 75,000,000
Share units price (in Dollars per share)			$ 10
Shares issued (in Shares)			1,125,000
Underwriting fees			$ 79,690
Percentage of outstanding			50.00%
Net tangible assets			$ 5,000,001
Common stock percentage			20.00%
Company’s obligation to redeem			100.00%
Dissolution expenses			$ 100,000
Operating cost			900,546
Working capital amount			$ 816,109
Financial term			1 year
Lease term			1 year
Common Stock [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Shares issued (in Shares)	224,328
IPO [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Shares issued (in Shares)		7,500,000
Share price (in Dollars per share)			$ 10
Share units price (in Dollars per share)			$ 10
Net proceeds	$ 77,276,860
Offering cost			$ 4,788,445
Underwriting fees			1,545,537
Deferred underwriting fee payable			2,704,690
Other cost			538,218
Sale of net proceeds			75,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds	$ 2,276,860
Shares issued (in Shares)	227,686
Aggregate amount			1,725,000
Private Placement [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Share price (in Dollars per share)	$ 10
Generating gross proceeds	$ 45,540
Shares issued (in Shares)	4,554
Sponsor [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds			3,745,000
Business Combination [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Deferred underwriting fee payable			$ 2,704,690
Percentage of aggregate fair market value			80.00%
Deposit amount			$ 862,500
Share price (in Dollars per share)			$ 0.1
Aggregate amount			$ 1,500,000
Trust account shares (in Dollars per share)			$ 10
Business Combination [Member] | IPO [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Share price (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 30, 2021	Jan. 30, 2022	Mar. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Valuation allowance			$ 120,000
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)	7,500,000		7,727,686
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 4,663,218
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs		$ 125,227

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of total provision (benefit) for income taxes	3 Months Ended
	Mar. 31, 2022USD ($)
Schedule of total provision (benefit) for income taxes [Abstract]
Current expense
Deferred expense	120,000
Valuation allowance	(120,000)
Income tax provision

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of net deferred tax assets	Mar. 31, 2022USD ($)
Schedule of net deferred tax assets [Abstract]
Start-up costs	$ 111,000
Net operation loss	9,000
Total deferred tax assets	120,000
Valuation allowance	(120,000)
Net deferred tax assets

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected on the balance sheet - USD ($)	Dec. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Schedule of common stock reflected on the balance sheet [Abstract]
Gross proceeds	$ 75,000,000	$ 77,276,860	$ 75,000,000
Fair value of Public Rights at issuance		(2,627,413)	(2,550,000)
Public Shares issuance costs		(4,626,437)	(4,505,480)
Accretion of carrying value to redemption value		7,253,850	7,055,480
Common stock subject to possible redemption		$ 77,276,860	$ 75,000,000

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share	3 Months Ended
	Mar. 31, 2022USD ($)$ / shares
Redeemable [Member]
NUMERATOR
Allocation of net income (loss), as adjusted	$ (450,096)
DENOMINATOR
Weighted Average Shares Outstanding	$ 7,692,268
EPS
Income (loss) per common share (in Dollars per share) | $ / shares	$ (0.06)
Non-Redeemable [Member]
NUMERATOR
Allocation of net income (loss), as adjusted	$ (119,186)
DENOMINATOR
Weighted Average Shares Outstanding	$ 2,036,913
EPS
Income (loss) per common share (in Dollars per share) | $ / shares	$ (0.06)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sold unit shares	7,500,000
Price per unit (in Dollars per share) | $ / shares	$ 10
Initial public offering and over allotment description	Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination (each, a “Public Right”).
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units of stock	1,125,000
Additional Units	227,686

Private Placement (Details)

Private Placement (Details) - USD ($)	Jan. 14, 2021	Dec. 27, 2021
Private Placement (Details) [Line Items]
Private placement description		On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.
Aggregate purchase price	$ 45,540
Private Placement [Member]
Private Placement (Details) [Line Items]
Sale of additional shares	4,554
Price per share	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 14, 2022	Oct. 13, 2021	Dec. 31, 2021	Dec. 27, 2021	Jun. 25, 2021	Mar. 31, 2022	Dec. 30, 2021
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)						347,500
Common stock par value (in Dollars per share)			$ 0.0001			$ 0.0001
Sponsor shares (in Shares)						224,328
Limited exceptions percentage						50.00%
Aggregate purchase price	$ 259,136
Amount paid						$ 43,073
Amount repaid						216,063
Working capital loans						$ 1,500,000
Price per share (in Dollars per share)						$ 10
Expensed related to agreement						$ 30,000
Incurred agreement						$ 6,500
IPO [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)							7,500,000
Aggregate units					$ 300,000
Sponsor fees				$ 10,000
Private Placement Units [Member]
Related Party Transactions (Details) [Line Items]
Sponsor funded	179,463		$ 79,673
Aggregate purchase price	$ 45,540		$ 3,475,000
Price per share (in Dollars per share)						$ 10
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares of our common stock (in Shares)		1.5
Chief Financial Officer [Member]
Related Party Transactions (Details) [Line Items]
Entity affiliated				$ 6,500
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		2,156,250
Aggregate price					$ 25,000
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		281,250
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)					1,437,500
Common stock par value (in Dollars per share)					$ 0.0001
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Common stock share (in Dollars per share)						$ 12.5
Initial business combination percentage						50.00%

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares) | shares	1,125,000
Closing amount	$ 1,545,537
Additional gross proceeds	$ 2,276,860
Underwriting commissions per unit (in Dollars per share) | $ / shares	$ 0.35
Deferred underwriting payable	$ 2,704,690
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares) | shares	227,686
Closing amount	$ 10
Underwriting commissions per unit (in Dollars per share) | $ / shares	$ 0.2

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Dec. 30, 2021	Mar. 31, 2022	Dec. 31, 2021	Oct. 13, 2021	Jun. 25, 2021
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Shares outstanding	2,503,750	2,283,976
Common stock subject to possible redemption	7,500,000	7,727,686
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Sponsor shares				1.5	1,437,500
Aggregate purchase price (in Dollars)					$ 25,000
Aggregate of founder shares (in Dollars)				$ 2,156,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash, and U.S. Treasury Securities	$ 77,284,648	$ 75,000,011
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash, and U.S. Treasury Securities
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash, and U.S. Treasury Securities