Blockchain Moon Acquisition (BMAQ) 10-Q 3 Dec 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	8 Months Ended
	Sep. 30, 2021	Dec. 03, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40922
Entity Registrant Name	BLOCKCHAIN MOON ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1839124
Entity Address, Address Line One	4651 Salisbury Road, Suite 400
Entity Address, City or Town	Jacksonville
Entity Address State Or Province	FL
City Area Code	424
Local Phone Number	262-6097
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,775,000
Entity Central Index Key	0001867757
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	BMAQ
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	BMAQW
Security Exchange Name	NASDAQ
Rights
Document Information [Line Items]
Title of 12(b) Security	Rights
Trading Symbol	BMAQR
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	BMAQU
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Cash on hand	$ 32,007
Prepaid expenses	3,750
Total current assets	35,757
Deferred offering cost	113,668
Total Assets	149,425
Current liabilities:
Promissory note - Related party	75,000
Due to related party	51,115
Total current liabilities	126,115
Commitments and Contingencies
Stockholder's Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,875,000 shares issued and outstanding	288	[1]
Additional paid-in capital	24,712
Accumulated deficit	(1,690)
Total stockholder's equity	23,310
Total Liabilities and Stockholder's Equity	$ 149,425
[1]	Includes up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment on October 26, 2021, the Sponsor shares are no longer subject to forfeiture. (See Note 5)

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	100,000,000
Common shares, shares issued	2,875,000
Common shares, shares outstanding	2,875,000
Temporary Equity, Par or Stated Value Per Share | $ / shares	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000
Temporary equity, shares issued	0
Temporary equity, shares outstanding	0
Over-allotment option
Shares subject to forfeiture	375,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	8 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Formation and operating costs		$ 90	$ 1,690
Net loss		$ (90)	$ (1,690)
Weighted Average Number of Shares Outstanding, Basic	[1]	2,500,000	2,500,000
Weighted Average Number of Shares Outstanding, Diluted	[1]	2,500,000	2,500,000
Basic net income per share		$ 0	$ 0
Diluted net income per share		$ 0	$ 0
[1]	Excludes up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment on October 26, 2021, the Sponsor shares are no longer subject to forfeiture. (See Note 5)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Sep. 30, 2021	Feb. 03, 2021
Shares subject to forfeiture		375,000
Over-allotment option
Shares subject to forfeiture	375,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 21, 2021		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 21, 2021	[1]	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued to Sponsor		$ 288	24,712		25,000
Common stock issued to Sponsor (in shares)	[1]	2,875,000
Net loss				(1,600)	(1,600)
Balance at the end at Jun. 30, 2021		$ 288	24,712	(1,600)	23,400
Balance at the end (in shares) at Jun. 30, 2021	[1]	2,875,000
Balance at the beginning at Jan. 21, 2021		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 21, 2021	[1]	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(1,690)
Balance at the end at Sep. 30, 2021		$ 288	24,712	(1,690)	23,310
Balance at the end (in shares) at Sep. 30, 2021	[1]	2,875,000
Balance at the beginning at Jun. 30, 2021		$ 288	24,712	(1,600)	23,400
Balance at the beginning (in shares) at Jun. 30, 2021	[1]	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(90)	(90)
Balance at the end at Sep. 30, 2021		$ 288	$ 24,712	$ (1,690)	$ 23,310
Balance at the end (in shares) at Sep. 30, 2021	[1]	2,875,000
[1]	Includes up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment on October 26, 2021, the Sponsor shares are no longer subject to forfeiture. (See Note 5)

UNAUDITED CONDENSED STATEMENT_4

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares	Sep. 30, 2021	Feb. 03, 2021
Shares subject to forfeiture		375,000
Over-allotment option
Shares subject to forfeiture	375,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	8 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from Operating Activities:
Net loss	$ (1,690)
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of common stock	440
Changes in current assets and current liabilities:
Prepaid expenses	(3,750)
Due to related party	1,115
Net cash used in operating activities	(3,885)
Cash flows from Financing Activities:
Proceeds from issuance of promissory note to related party	75,000
Payment of deferred offering costs	(39,108)
Net cash provided by financing activities	35,892
Net change in cash	32,007
Cash, end of the period	32,007
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of common stock	24,560
Deferred offering costs paid by related party	$ 50,000

Organization and Business Opera

Organization and Business Operations	8 Months Ended
	Sep. 30, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Blockchain Moon Acquisition Corp. (the "Company") is a newly organized blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. ("Business Combination"). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business Combination target in any business, industry or geographical location, it intends to focus its search on high growth businesses in blockchain technologies in North America, Europe, and Asia. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company's formation and the IPO described below. 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the "IPO"). It is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Sponsor and IPO Financing The Company's Sponsor is Jupiter Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated its IPO of 10,000,000 units at $10.00 per unit (the "Units"), which is discussed in Note 3, and the sale of 400,000 units to the Sponsor, (the "Private Units") at a price of $10.00 per Unit in a private placement that closed simultaneously with the IPO. Each Unit consists of one share of common stock, one warrant and one right. Each right entitles the holder thereof to receive one one Transaction costs related to the IPO and overallotment amounted to $6,949,697 consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $624,697 of other offering costs. Trust Account Following the closing of the Initial Public Offering on October 21, 2021, an amount of $100,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in a trust account (the “Trust Account”) and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated articles and memorandum of association (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 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the public shares. Initial Business Combination The Company's Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding any deferred underwriter's fees and taxes payable on the interest 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 that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions that the Company will pay to the underwriters. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes. As a result, such public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities from Equity." The Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination by the maximum amount as described in more detail below) to complete its initial Business Combination (the "Combination Period"). If the Company is unable to complete an initial Business Combination within such period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and any public shares they purchase in connection with the completion of the initial Business Combination and (ii) to waive their redemption rights with respect to their founder shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to redemption rights with respect to any public shares they hold if the Company fails to complete its Business Combination within the prescribed time frame); and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company's independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor's only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations. Going Concern and Liquidity As of September 30, 2021, the Company had $32,007 in cash and a working capital deficit of $90,358 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. After consummation of the IPO on October 21, 2021, the Company had $1,318,063 in its operating bank account, and working capital of $1,397,215. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 205-40-50, “Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements were issued. The unaudited condensed financial statements don’t include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, and a $250,000 in note payable to the Sponsor. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of approximately $1.4 million. The Company will have 12 months from the closing of this offering to consummate an initial Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 5). 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 warrants at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2021, the Company has no borrowings under the Working Capital Loans. Risks and Uncertainties On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 pandemic"). The full impact of the COVID-19 pandemic continues to evolve. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The accompanying unaudited condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Emerging Growth Company Status The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart 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.   Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.   Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $32,007 and no cash equivalents at September 30, 2021. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $6,949,697 as a result of the IPO and over-allotment consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $624,697 of other offering costs. The Offering costs were charged to stockholders’ equity upon the completion of the IPO. Deferred Offering Costs Deferred offering costs consist of legal, underwriting, and accounting expenses incurred through the balance sheet date that were directly related to the IPO and that are charged to stockholders' equity upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities which qualify as financial instruments other than warrant liability approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value measurements are classified on a three-tier hierarchy as follows: ● 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. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Warrant Liability The Company accounts for Private Placement Warrants for shares of the Company's common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statement 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only "major" tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 22, 2021 (inception) through September 30, 2021. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The 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 recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. 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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common stock Subject to Possible Redemption All of the 10,000,000 shares of common stock sold as part of the Units in the IPO 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On October 21, 2021, the Company recorded an accretion of $8,702,840, $6,496,435 of which was recorded in additional paid in capital and $2,206,405 was recorded in accumulated deficit. ​

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On October 21, 2021, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right ("Public Right") and one redeemable warrant ("Public Warrant"). Each right entitles the holder thereof to receive one -tenth (1/10) of one share of common stock upon the consummation of an initial Business Combination. There will be no redemption rights or liquidating distributions with respect to the Company's rights, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. Each Public Warrant entitles the holder to purchase one -half of one share of common stock at an exercise price of $11.50 per whole share. Following the closing of the IPO on October 21, 2021, $100,000,000 ( $10.00 per Unit), consisting of $97,877,497 of the net proceeds from the sale of the Units in the IPO and $2,122,503 of the net proceeds from the sale of the Private Units was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The underwriters have a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option, purchasing 1,500,000 units, generating additional gross proceeds of $15,000,000 .

Private Placement

Private Placement	8 Months Ended
	Sep. 30, 2021
Private Placement
Private Placement	Note 4 — Private Placement On October 21, 2021, simultaneously with the closing of the IPO, the Sponsor purchased from the Company 400,000 Private Units, at $10.00 per Private Unit, for a total purchase price of $4,000,000 . Each Private Unit is identical to the Public Units, except as provided herein. The Private Units, underlying private shares of common stock and private rights and private warrants will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 2,875,000 shares of common stock, par value $0.0001 per share (the "Founder Shares"). The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On October 26, 2021 the underwriters fully exercised their over-allotment option, so there is no forfeiture of shares. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company's common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the initial Business Combination, or earlier in each case if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock-up"). The Founder Shares are held in escrow with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions described above. Promissory Note — Related Party On May 1, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of the closing of the IPO or on the date the Company determines not to pursue the IPO. As of September 30, 2021, the Company $75,000 borrowed under the promissory note. As of October 21, 2021, the Company had fully repaid the amount borrowed under the promissory note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, 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. In the event that a 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 units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. The terms of Working Capital Loans by the Company's officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. At September 30, 2021, no Working Capital Loans were outstanding. ​ Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Company's Business Combination or its liquidation, the Company will cease paying these monthly fees.  Extension Loans The Company will have 12 months from the closing of the IPO to consummate an initial Business Combination. In addition, if the Company anticipates that it may not be able to consummate an initial Business Combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination), provided that, pursuant to the terms of the Company's amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the IPO, the only way to extend the time available for the Company to consummate its initial Business Combination in the absence of a definitive agreement is for the insiders or their affiliates or designees, upon five days' advance notice prior to the applicable deadline, to deposit into the Trust Account $1,000,000, ($0.10 per share in either case, or an aggregate of $2,000,000), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a Business Combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note (the "Extension Loans") equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the initial Business Combination, or, at the relevant insider's discretion, redeemed upon consummation of the Company’s initial Business Combination into additional Private Units at a price of $10.00 per unit.

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Units, Unit Purchase Option (the “UPO”), and units that may be issued on conversion of Working Capital Loans or Extension Loans (and any securities underlying the Private Units, the UPO, or units issued upon conversion of the Working Capital Loans or Extension Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after redemption to the Company's common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Company's completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110, Chardan Capital Markets, LLC (the representative of the underwriters) may not exercise its demand and "piggyback" registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. Underwriters Agreement The underwriters have a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments at $10.00 per unit, if any. On October 26, 2021 the underwriters exercised the over-allotment option in full, resulting in total gross proceeds to the Company of $15,000,000, and incurred $300,000 of underwriting commissions, and $525,000 of deferred underwriting commissions. The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). On October 21, 2021, the Company paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,000,000. The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000 in the aggregate, upon the completion of the Company's initial Business Combination subject to the terms of the underwriting agreement. Unit Purchase Option On October 21, 2021, the Company sold to the Representative and/or its designees, for $100, an option to purchase up to a total of 550,000 units, at $11.50 per unit, commencing on the later of the consummation of a Business Combination and six months from the date of the IPO (the "UPO"). The purchase option may be exercised for cash or on a cashless basis, at the holder's option, and expires five years from commencement of sales of the IPO. The Company intends to account for the UPO, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders' equity. The Company estimates that the fair value of the unit purchase option is approximately $682,000 (or $1.24 per Unit) using the Monte Carlo simulation. The fair value of the unit purchase option to be granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 14%, (2) risk-free interest rate of 0.79% and (3) fair value per common stock of $9.17. The option and the 550,000 units, as well as the 550,000 shares of common stock, 550,000 warrants to purchase 275,000 shares of common stock for $11.50 per whole share and the rights to purchase 55,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1), during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2). The option grants to holders one demand and unlimited "piggy-back" rights for periods of five and seven years, respectively, from the commencement of sales of the IPO with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, if any, which would be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including the Company's recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

Stockholder's Equity

Stockholder's Equity	8 Months Ended
	Sep. 30, 2021
Stockholder's Equity
Stockholder's Equity	Note 7 - Stockholder’s Equity Preferred Stock — outstanding Common Stock  - outstanding Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. The stockholders have no redemption, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock redeemed to cash equal to their pro rata share of the Trust Account if they vote on the proposed Business Combination and the Business Combination is completed. If the Company holds a stockholder vote to amend any provisions of its certificate of incorporation relating to stockholder's rights or pre-Business Combination activity (including the substance or timing within which the Company has to complete a Business Combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the Business Combination or the approval of the amendment to the certificate of incorporation. If the Business Combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts   Rights -  one one The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders' rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Public and Private Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act. No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of the Company’s common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors, including the price of the Company's shares of common stock at the time the warrants are called for redemption, the Company's cash needs at such time and concerns regarding dilutive share issuances. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by the board of directors), (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 an initial Business Combination, and (z) the volume weighted average trading price of the Company's shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the "Market Price") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. The Private Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Except as described above, the Private Units are identical to the Units being offered in the IPO. The warrants underlying the Private Units (the "Private 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 Warrants are held by holders other than the Sponsor or its permitted transferees, the Private 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. The Company evaluated the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants' specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock, among other conditions for equity classification. Pursuant to such evaluation, the Company further evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity, and concluded that the Private Warrants do not meet the criteria to be classified in stockholders' equity. Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 - 40, and thus the warrants are not considered indexed to the Company's own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statement of operations and comprehensive income (loss) at each reporting date. The Company expects to account for the Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company's own stock. The Public Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period.

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 8 – Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date but before the unaudited condensed financial statements are issued or are available to be issued. These events and transactions either provide additional evidence about conditions that existed at the date of the unaudited condensed financial statements, including the estimates inherent in the process of preparing the unaudited condensed financial statements (that is, recognized subsequent events), or provide evidence about conditions that did not exist at the date of the unaudited condensed financial statements but arose after that date (that is, non-recognized subsequent events). Except the description below, there are no other subsequent events. On October 21, 2021, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Simultaneously with the closing of the IPO, the Sponsor purchased from the Company 400,000 Private Units, at $10.00 per Private Unit, for a total purchase price of $4,000,000, generating total proceeds of $104,000,000. Transaction costs amounted to $6,124,697 consisting of $2,000,000 of underwriting commissions, $3,500,000 of deferred underwriting commissions, and $624,697 of other offering costs. On October 26, 2021 the underwriters fully exercised their over-allotment option, purchasing 1,500,000 units, generating additional gross proceeds of $15,000,000. The Company incurred $300,000 of underwriting commissions, and recorded $525,000 of deferred underwriting commissions.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the rules and regulations of the 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 Section 2(a) of the Securities Act of 1933, as amended, (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.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $32,007 and no cash equivalents at September 30, 2021.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $6,949,697 as a result of the IPO and over-allotment consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $624,697 of other offering costs. The Offering costs were charged to stockholders’ equity upon the completion of the IPO.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of legal, underwriting, and accounting expenses incurred through the balance sheet date that were directly related to the IPO and that are charged to stockholders' equity upon the completion of the IPO.
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 other than warrant liability approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value measurements are classified on a three-tier hierarchy as follows: ● 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. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
Warrant Liability	Warrant Liability The Company accounts for Private Placement Warrants for shares of the Company's common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statement 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only "major" tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 22, 2021 (inception) through September 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The 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 recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common stock Subject to Possible Redemption	Common stock Subject to Possible Redemption All of the 10,000,000 shares of common stock sold as part of the Units in the IPO 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 Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On October 21, 2021, the Company recorded an accretion of $8,702,840, $6,496,435 of which was recorded in additional paid in capital and $2,206,405 was recorded in accumulated deficit.

Organization and Business Ope_2

Organization and Business Operations (Details)	Oct. 26, 2021USD ($)	Oct. 21, 2021USD ($)$ / sharesshares	Feb. 03, 2021USD ($)$ / shares	Jan. 22, 2021item	Jun. 30, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	May 01, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares			$ 0.009
Number of shares in a unit | shares		1
Number of Warrants Issued Per Unit | shares		1
Price of warrant | $ / shares		$ 10				$ 10
Deferred underwriting fee payable						$ 4,025,000
Other offering costs						624,697
Working Capital		$ 1,397,215				$ 90,358
Condition for future business combination number of businesses minimum | item				1
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account						80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination						50.00%
Threshold business days for redemption of public shares						10 days
Maximum net interest to pay dissolution expenses						$ 100,000
Rights Entitled to receive common stock by holder per share (in percentage)						0.10%
Warrants entitled to receive common stock by holder per share (in percentage)		0.50%
Cash held in trust account						$ 32,007
Maturity period of US government securities		185 days
Percentage of obligation to redeem shares		100.00%
Aggregate purchase price			$ 25,000		$ 25,000
Exercise price of warrants | $ / shares		$ 11.50
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares		$ 10
Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares						$ 10
Loan conversion agreement warrant						$ 1,500,000
Initial public offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		10,000,000
Purchase price, per unit | $ / shares		$ 10
Number of shares in a unit | shares		1
Proceeds from issuance initial public offering		$ 1,400,000
Transaction Costs		6,949,697
Underwriting fees		2,300,000
Deferred underwriting fee payable		4,025,000
Other offering costs		$ 624,697
Rights Entitled to receive common stock by holder per share (in percentage)		0.10%
Underwriter option period						45 days
Operating bank accounts		$ 1,318,063
Initial public offering | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering		$ 100,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		1,500,000				1,500,000
Proceeds from issuance initial public offering	$ 15,000,000
Underwriter option period		45 days
Aggregate purchase price	$ 15,000,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 25,000
Maximum Borrowing Capacity of Related Party Promissory Note							$ 250,000
Sponsor | Private placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		400,000
Purchase price, per unit | $ / shares		$ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	Oct. 21, 2021	Sep. 30, 2021
Cash equivalents		$ 32,007
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		0
Offering costs		6,949,697
Underwriting commissions		2,300,000
Deferred underwriting commission		4,025,000
Other offering costs		624,697
Federal depository insurance coverage		250,000
Additional paid-in capital	$ 6,496,435	24,712
Accumulated deficit	2,206,405	$ (1,690)
Accretion of Additional Paid in Capital And Accumulated Deficit	8,702,840
Initial public offering
Deferred underwriting commission	4,025,000
Other offering costs	$ 624,697
Number of units issued	10,000,000
Over-allotment option
Number of units issued	1,500,000	1,500,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Oct. 26, 2021	Oct. 21, 2021	Feb. 03, 2021	Jun. 30, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 0.009
Number of shares in a unit		1
Number of warrants in a unit		1
Percentage of Rights Entitled To Receive Common Stock By Holder per Share					0.10%
Exercise price of warrants		$ 11.50
Maturity period		180 days
Aggregate purchase price			$ 25,000	$ 25,000
Rights Entitled to receive common stock by holder per share (in percentage)					0.10%
Warrants entitled to receive common stock by holder per share (in percentage)		0.50%
Cash held in trust account					$ 32,007
Percentage of obligation to redeem shares		100.00%
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		0.5
Exercise price of warrants		$ 11.50
Net proceeds		$ 2,122,503
Initial public offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		10,000,000
Purchase price, per unit		$ 10
Number of shares in a unit		1
Percentage of Rights Entitled To Receive Common Stock By Holder per Share		0.10%
Sale of Units		$ 100,000,000
Net proceeds		$ 97,877,497
Underwriter Option Period					45 days
Rights Entitled to receive common stock by holder per share (in percentage)		0.10%
Underwriter option period					45 days
Initial public offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued		1,500,000			1,500,000
Underwriter Option Period		45 days
Aggregate purchase price	$ 15,000,000
Number of shares issued	1,500,000
Underwriter option period		45 days

Private Placement (Details)

Private Placement (Details) - USD ($)	Oct. 21, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price of warrants	$ 10	$ 10
Period for not transfer, assigning, or sale of Business combination		30 days
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants issued to purchase common stock	400,000
Price of warrants	$ 10
Aggregate purchase price	$ 4,000,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Feb. 03, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)	Sep. 30, 2021D$ / shares
Related Party Transaction [Line Items]
Purchase price, per unit	$ 0.009
Common Stock, Par or Stated Value Per Share			$ 0.0001
Aggregate purchase price | $	$ 25,000	$ 25,000
Shares subject to forfeiture | shares	375,000
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $	$ 25,000
Founder Shares
Related Party Transaction [Line Items]
Percentage of not to transfer assign or sell of founder shares			50.00%
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Purchase price, per unit	$ 0.009
Common Stock, Par or Stated Value Per Share	$ 0.0001
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12.50
Aggregate purchase price | $	$ 25,000
Aggregate number of shares owned | shares	2,875,000
Shares subject to forfeiture | shares	375,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Percentage of not to transfer assign or sell of founder shares			50.00%

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	8 Months Ended
	Sep. 30, 2021	Oct. 21, 2021	May 01, 2021
Related Party Transaction [Line Items]
Price of warrant	$ 10	$ 10
Share Price	$ 9.50
Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 10
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 250,000
Repayment of promissory note - related party	$ 75,000
Administrative Service Fee
Related Party Transaction [Line Items]
Office and administrative services paid for every month	10,000
Extension Loans
Related Party Transaction [Line Items]
Amount deposit into Trust Account	$ 1,000,000
Share Price	$ 0.10
Aggregate Amount deposited in Trust account	$ 2,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	Oct. 26, 2021USD ($)	Oct. 21, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)item$ / sharesshares
Long-term Purchase Commitment [Line Items]
Price of warrant | $ / shares		$ 10	$ 10
Deferred underwriting fee payable			$ 4,025,000
Share Price | $ / shares			$ 9.50
Registration Rights
Long-term Purchase Commitment [Line Items]
Maximum number of demands for registration of securities | item			3
Underwriters Agreement
Long-term Purchase Commitment [Line Items]
Aggregate Cash Underwriting Fee Payable		$ 2,000,000
Gross Proceeds of Cash Underwriting Discount			$ 2,000,000
Cash Underwriting Discount Gross Proceeds Percentage		2.00%	2.00%
Aggregate deferred underwriting fee payable		$ 3,500,000
Deferred underwriting discount gross proceeds, percentage		3.50%
Underwriter Option Period			45 days
Number of units issued | shares			1,500,000
Unit Purchase Option
Long-term Purchase Commitment [Line Items]
Proceeds from issue of unit options		$ 100
Maximum units issued | shares		550,000
Share Price | $ / shares		$ 11.50
Estimation of fair value of unit purchase option		$ 682,000
Estimation of fair value per share under unit purchase option | $ / shares		$ 1.24
Number of units issued | shares		550,000
Number of warrants issued | shares		550,000
Warrants issued to purchase common stock | shares		275,000
Rights issued to purchase common stock | shares		55,000
Lock in Period		180 days
Over-allotment option
Long-term Purchase Commitment [Line Items]
Proceeds from issuance initial public offering	$ 15,000,000
Underwriter Option Period		45 days
Number of units issued | shares		1,500,000	1,500,000
Over-allotment option | Underwriters Agreement
Long-term Purchase Commitment [Line Items]
Price of warrant | $ / shares			$ 10
Proceeds from issuance initial public offering	15,000,000
Underwriting fees	300,000
Gross Proceeds of Cash Underwriting Discount		$ 2,300,000
Deferred underwriting fee payable	$ 525,000
Volatility | Unit Purchase Option
Long-term Purchase Commitment [Line Items]
Fair value of units measurement input		14
Risk-free rate | Unit Purchase Option
Long-term Purchase Commitment [Line Items]
Fair value of units measurement input		0.79
Share price | Unit Purchase Option
Long-term Purchase Commitment [Line Items]
Estimation of fair value per share under unit purchase option | $ / shares		$ 9.17

Stockholder's Equity - Preferre

Stockholder's Equity - Preferred Stock Shares (Details)	Sep. 30, 2021$ / sharesshares
Stockholder's Equity
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Stockholder's Equity - Common S

Stockholder's Equity - Common Stock Shares (Details)	Feb. 03, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)	Sep. 30, 2021Vote$ / sharesshares
Stockholder's Equity
Common shares, shares authorized (in shares)			100,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Common shares, votes per share | Vote			1
Common shares, shares issued (in shares)	2,875,000		2,875,000
Common shares, shares outstanding (in shares)			2,875,000
Common stock to its initial stockholder | $	$ 25,000	$ 25,000
Purchase price, per unit | $ / shares	$ 0.009
Shares subject to forfeiture	375,000
Class A common stock subject to possible redemption, issued (in shares)			0
Class A common stock subject to possible redemption, outstanding (in shares)			0

Stockholder's Equity - Rights (

Stockholder's Equity - Rights (Details)	8 Months Ended
	Sep. 30, 2021
Stockholder's Equity
Rights Entitled to receive common stock by holder per share (in percentage)	0.10%

Stockholder's Equity - Public a

Stockholder's Equity - Public and Private Warrants (Details)	8 Months Ended
	Sep. 30, 2021D$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term from the closing of the initial public offering	1 year
Public Warrants expiration term	5 years
Maximum threshold period for registration statement to become not effective after business combination	90 days
Share Price	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market price (as a percent)	115.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 16.50
Adjustment of redemption trigger price of warrants based on market price (as a percent)	165.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 16.50
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold period for filling registration statement after business combination	30 days

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Oct. 26, 2021	Oct. 21, 2021	Sep. 30, 2021	Feb. 03, 2021
Subsequent Event [Line Items]
Purchase price, per unit				$ 0.009
Price of warrants		$ 10	$ 10
Deferred underwriting fee payable			$ 4,025,000
Other offering costs			$ 624,697
Private Placement Warrants
Subsequent Event [Line Items]
Warrants issued to purchase common stock		400,000
Price of warrants		$ 10
Aggregate purchase price		$ 4,000,000
Initial public offering
Subsequent Event [Line Items]
Sale of Units, net of underwriting discounts (in shares)		10,000,000
Purchase price, per unit		$ 10
Proceeds from issuance initial public offering		$ 1,400,000
Transaction Costs		6,949,697
Underwriting fees		2,300,000
Deferred underwriting fee payable		4,025,000
Other offering costs		624,697
Initial public offering | Private Placement Warrants
Subsequent Event [Line Items]
Proceeds from issuance initial public offering		$ 100,000,000
Over-allotment option
Subsequent Event [Line Items]
Sale of Units, net of underwriting discounts (in shares)		1,500,000	1,500,000
Proceeds from issuance initial public offering	$ 15,000,000
Subsequent Event
Subsequent Event [Line Items]
Proceeds from issuance initial public offering		$ 104,000,000
Transaction Costs		6,124,697
Underwriting fees		2,000,000
Deferred underwriting fee payable		3,500,000
Other offering costs		$ 624,697
Subsequent Event | Private Placement Warrants
Subsequent Event [Line Items]
Sale of Units, net of underwriting discounts (in shares)		400,000
Price of warrants		$ 10
Aggregate purchase price		$ 4,000,000
Subsequent Event | Initial public offering
Subsequent Event [Line Items]
Sale of Units, net of underwriting discounts (in shares)		10,000,000
Purchase price, per unit		$ 10
Subsequent Event | Over-allotment option
Subsequent Event [Line Items]
Sale of Units, net of underwriting discounts (in shares)	1,500,000
Proceeds from issuance initial public offering	$ 15,000,000
Underwriting fees	300,000
Deferred underwriting fee payable	$ 525,000