Cardio Diagnostics (CDIO) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	7 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-41097
Entity Registrant Name	MANA CAPITAL ACQUISITION CORP.
Entity Central Index Key	0001870144
Entity Tax Identification Number	87-0925574
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8 The Green
Entity Address, Address Line Two	Suite 12490
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	302
Local Phone Number	281-2147
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 63,830,000
Entity Common Stock, Shares Outstanding		8,125,000
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas
Units, each consisting of one share of common stock, par value $0.00001,
Title of 12(b) Security	Units, each consisting of one share of common stock, par value $0.00001,
Trading Symbol	MAAQU
Security Exchange Name	NASDAQ
Common Stock, par value $0.00001
Title of 12(b) Security	Common Stock, par value $0.00001
Trading Symbol	MAAQ
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	MAAQW
Security Exchange Name	NASDAQ
Rights, each to receive one-seventh (1/7) of one share of common stock
Title of 12(b) Security	Rights, each to receive one-seventh (1/7) of one share of common stock
Trading Symbol	MAAQR
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 526,625
Prepaid expenses	280,057
Total current assets	806,682
Investments held in Trust Account	65,000,484
Total Assets	65,807,166
Current liabilities:
Franchise tax payable	124,434
Total current liabilities	124,434
Total Liabilities	124,434
Common stock subject to possible redemption, 6,500,000 shares at conversion value of $10.00 per share	65,000,000
Stockholders’ Equity:
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,625,000 issued and outstanding as of December 31, 2021 (excluding 6,500,000 shares subject to possible redemption)	16
Additional paid-in capital	827,553
Accumulated deficit	(144,837)
Total Stockholders' Equity	682,732
Total Liabilities, Temporary Equity, and Stockholders' Equity	$ 65,807,166

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Statement of Financial Position [Abstract]
Temporary equity shares authorized	6,500,000
Temporary equity, per share | $ / shares	$ 10
Preferred stock, par value | $ / shares	$ 0.00001
Preferred stock, shares authorized	100,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value | $ / shares	$ 0.00001
Common stock, shares authorized	300,000,000
Common stock, shares issued	1,625,000
Common stock, shares outstanding	1,625,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	7 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 20,887
Franchise tax expense	124,434
Loss from Operations	(145,321)
Other income:
Investment income on investment held in Trust Account	484
Loss before income taxes	(144,837)
Income taxes provision
Net loss	$ (144,837)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | shares	1,001,327
Basic and diluted net loss per share, common stock subject to possible redemption | $ / shares	$ (0.14)
Basic and diluted weighted average shares outstanding, common stock attributable to Mana Capital Acquisition Corp. | shares	1,560,288
Basic and diluted net loss per share, common stock attributable To Mana Capital Acquisition Corp. | $ / shares	$ (0.09)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 7 months ended Dec. 31, 2021 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance as of May 19, 2021 (inception) at May. 18, 2021
Beginning balance, shares at May. 18, 2021
Founders shares issued to the Sponsor		$ 16	24,984		25,000
Founders shares issued to the Sponsor, shares		1,550,000
Sale of public units through public offering		$ 62	61,999,938		62,000,000
Sale of public units through public offering, shares		6,200,000
Sale of private placement warrants			2,500,000		2,500,000
Sale of private placement shares, shares
Underwriters' discount			(1,240,000)		(1,240,000)
Underwriters' reimbursement			(90,000)		(90,000)
Exercise of the over-allotment option by underwriters		$ 3	2,999,997		3,000,000
Exercise of the over-allotment option by underwriters, shares		300,000
Underwriters' discount - over-allotment option exercised			(60,000)		(60,000)
Additional founders shares issued to the Sponsor in connection with underwriters' over-allotment option
Additional founders shares issued to the Sponsor in connection with underwriters' over-allotment option, shares		75,000
Other offering expenses			(307,431)		(307,431)
Reclassification of common stock subject to redemption		$ (65)	(64,999,935)		(65,000,000)
Reclassification of common stock subject to redemption, shares		(6,500,000)
Net loss				(144,837)	(144,837)
Ending balance, value at Dec. 31, 2021		$ 16	$ 827,553	$ (144,837)	$ 682,732
Ending balance, shares at Dec. 31, 2021		1,625,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	7 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (144,837)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account	(484)
Changes in operating assets and liabilities:
Prepaid expenses	(280,057)
Franchise tax payable	124,434
Net cash used in operating activities	(300,944)
Cash Flows from Investing Activities:
Purchase of investment held in trust account	(65,000,000)
Net cash used in investing activities	(65,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of shares of Common Stock to the Sponsor	25,000
Proceeds from sale of public units through public offering	65,000,000
Proceeds from sale of private placement shares	2,500,000
Payment of underwriters' discount	(1,300,000)
Payment of offering costs	(397,431)
Proceeds from issuance of promissory note to related party	125,547
Repayment on promissory note to related party	(125,547)
Net cash provided in financing activities	65,827,569
Net Change in Cash	526,625
Cash at beginning of period
Cash at end of period	526,625
Supplemental Disclosure of Non-cash Financing Activities
Reclassification of common stock subject to redemption	$ 65,000,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	7 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Mana Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is 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 from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021. On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 10.00 62,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 1.00 2,500,000 In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 300,000 10.00 3,000,000 75,000 Trust account Following the closing of the Initial Public Offering on December 31, 2021, an amount of $ 62,000,000 10.00 3,000,000 65,000,000 The funds held in the Trust Account may 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 Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions 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 funds held in the Trust Account, as described below. 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 either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. 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 (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding 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 second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and 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 Initial Public Offering 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, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within nine months from the closing of the Initial Public Offering, or up to 21 months in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founders Shares 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 holders of Founder Shares acquire Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (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 assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). 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 third party 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, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed 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 for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resource As of December 31, 2021, the Company had $ 526,625 Prior to the Initial Public Offering, the Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 200,000 125,547 Upon the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 300,000 10.00 3,000,000 In order to finance transaction costs in connection with a Business Combination, the initial shareholders or affiliates of the initial shareholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	7 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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 and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash 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 $ 526,625 no Cash held in Trust Account At December 31, 2021, the Company had $ 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) 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, whether they 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 and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). Common stock subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature 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, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	7 Months Ended
	Dec. 31, 2021
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on November 26, 2021, the Company sold 6,200,000 10.00 930,000 300,000 10.00 3,000,000 The remaining 630,000 1,697,431 1,300,000 397,431 Each unit has an offering price of $10.00 and consists of one share of the Company’s common stock and one-half of one redeemable warrant and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of the initial business combination. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $ 11.50 All of the 6,500,000

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	7 Months Ended
	Dec. 31, 2021
Private Placements
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 2,500,000 1.00 2,500,000 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering 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 Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTIES

RELATED PARTIES	7 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of December 31, 2021, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 125,547 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.

INVESTMENTS HELD IN TRUST ACCOU

INVESTMENTS HELD IN TRUST ACCOUNT	7 Months Ended
	Dec. 31, 2021
Investments, All Other Investments [Abstract]
INVESTMENTS HELD IN TRUST ACCOUNT	NOTE 6 — INVESTMENTS HELD IN TRUST ACCOUNT As of December 31, 2021, assets held in the Trust Account were comprised of $ 65,000,484 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair value assets measured on recurring basis Description Level December 31, 2021 Assets: Trust Account – U.S. Treasury Securities Mutual funds 1 $ 65,000,484

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	7 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates upon the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	7 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the warrants for redemption, all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the 5 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. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000

INCOME TAXES

INCOME TAXES	7 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. There was no income tax expense for the period from May 19, 2021 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following for the period from May 19, 2021 (inception) through December 31, 2021: Schedule of Income tax provision For the Period from May 19, 2021 (inception) through December 31, 2021 Current Federal $ — State 124,434 Deferred Federal (30,416 ) State — Valuation allowance 30,416 Income tax provision $ 124,434 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )% The Company’s net deferred tax assets were as follows as of December 31, 2021 Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ — As of December 31, 2021, the Company had $ 144,837 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax 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 the deferred tax assets and has therefore established a full valuation allowance.

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE	7 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARE	NOTE 10 — NET INCOME (LOSS) PER SHARE The net income (loss) per share presented in the audited statement of operations is based on the following: Schedule of basic and diluted net loss per share For the Period From May 19, 2021 (inception) through December 31, 2021 Non- Redeemable Redeemable Common Common Stock Stock Basic and diluted net income/(loss) per share: Numerators: Net income/(loss) $ (144,837 ) $ (144,837 ) Denominators: Weighted-average shares outstanding 1,001,327 1,560,288 Basic and diluted net income/(loss) per share (0.14 ) (0.09 )

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	7 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was available to be issued. Based upon this review, except as noted above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	7 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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 and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash	Cash 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 $ 526,625 no
Cash held in Trust Account	Cash held in Trust Account At December 31, 2021, the Company had $ 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
Offering Costs associated with a Public Offering	Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) 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, whether they 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 and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9).
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature 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, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
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 ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Net Income (Loss) per Share	Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INVESTMENTS HELD IN TRUST ACC_2

INVESTMENTS HELD IN TRUST ACCOUNT (Tables)	7 Months Ended
	Dec. 31, 2021
Investments, All Other Investments [Abstract]
Schedule of Fair value assets measured on recurring basis	Schedule of Fair value assets measured on recurring basis Description Level December 31, 2021 Assets: Trust Account – U.S. Treasury Securities Mutual funds 1 $ 65,000,484

INCOME TAXES (Tables)

INCOME TAXES (Tables)	7 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income tax provision	Schedule of Income tax provision For the Period from May 19, 2021 (inception) through December 31, 2021 Current Federal $ — State 124,434 Deferred Federal (30,416 ) State — Valuation allowance 30,416 Income tax provision $ 124,434
Schedule of Effective income tax rate reconciliation	Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )%
Schedule of deferred income tax assets	Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ —

NET INCOME (LOSS) PER SHARE (Ta

NET INCOME (LOSS) PER SHARE (Tables)	7 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Schedule of basic and diluted net loss per share For the Period From May 19, 2021 (inception) through December 31, 2021 Non- Redeemable Redeemable Common Common Stock Stock Basic and diluted net income/(loss) per share: Numerators: Net income/(loss) $ (144,837 ) $ (144,837 ) Denominators: Weighted-average shares outstanding 1,001,327 1,560,288 Basic and diluted net income/(loss) per share (0.14 ) (0.09 )

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	1 Months Ended		7 Months Ended
	Nov. 30, 2021	Nov. 26, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Offering price	$ 10
Additional shares issued to the Sponsor in connection with underwriters' over-allotment option			75,000
Proceeds from issuance initial public offering			$ 65,000,000
Aggregate proceeds held in trust account	$ 65,000,000
Business combination net tangible asset			5,000,001
Cash			526,625
Unsecured promissory note			200,000
Repayment of loan			$ 125,547
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	1,300,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		6,200,000
Sale of units per share		$ 10	$ 10
Sale of units in initial public offering aggregate amount		$ 62,000,000
Net proceeds from sale of units		$ 62,000,000	$ 62,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		2,500,000
Sale of units in initial public offering aggregate amount		$ 2,500,000
Warrant Price per share		$ 1
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering aggregate amount		$ 3,000,000
Proceeds from issuance initial public offering	$ 3,000,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional units	300,000		930,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	7 Months Ended
	Dec. 31, 2021USD ($)
Accounting Policies [Abstract]
Cash	$ 526,625
Cash equivalents	0
cash held in Trust Account	65,000,484
Franchise tax	124,434
[custom:FederalDepositoryInsuranceCoverage-0]	$ 250,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	1 Months Ended		7 Months Ended
	Nov. 30, 2021	Nov. 26, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Offering price	$ 10
Proceeds from issuance initial public offering			$ 65,000,000
Option unit expired	630,000
Transaction costs	$ 1,697,431
Underwriting fees	1,300,000
Other offering costs	397,431
Sale of common stock subject to redemption			6,500,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Share price			$ 11.50
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	1,300,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		6,200,000
Sale of units per share		$ 10	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 3,000,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional units	300,000		930,000

PRIVATE PLACEMENTS (Details Nar

PRIVATE PLACEMENTS (Details Narrative) - USD ($)	1 Months Ended
	Nov. 26, 2021	Dec. 31, 2021
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price		$ 11.50
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	2,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Sale of Stock, Consideration Received on Transaction	$ 2,500,000

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)	1 Months Ended			7 Months Ended
	Nov. 30, 2021	Sep. 30, 2021	Jun. 22, 2021	Dec. 31, 2021	Jun. 11, 2021
Related Party Transaction [Line Items]
Number of shares issued	232,500
Number of shares issued value				$ 25,000
Founders shares issued to the Sponsor				1,550,000
Repayment of loans				$ 125,547
Related Party Loans Description				The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.
Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued				1,550,000
Number of shares issued value				$ 16
Additional founders shares issued to the Sponsor	75,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares issued	50,000	62,500	1,437,500
Number of shares issued value			$ 25,000
Founder share issued				1,625,000
Founder share outstanding				1,625,000
Capital contribution				$ 25,000
Sponsor [Member]
Related Party Transaction [Line Items]
Principal amount					$ 200,000

INVESTMENTS HELD IN TRUST ACC_3

INVESTMENTS HELD IN TRUST ACCOUNT (Details)	Dec. 31, 2021USD ($)
Defined Benefit Plan Disclosure [Line Items]
Investments held in Trust Account	$ 65,000,484
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Investments held in Trust Account	$ 65,000,484

INVESTMENTS HELD IN TRUST ACC_4

INVESTMENTS HELD IN TRUST ACCOUNT (Details Narrative)	Dec. 31, 2021USD ($)
Investments, All Other Investments [Abstract]
Investments held in Trust Account	$ 65,000,484

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	7 Months Ended
	Nov. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting discount	2.00%
Proceeds from initial public offering		$ 65,000,000
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering	$ 1,300,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Over-Allotment Units	300,000	930,000
Proceeds from initial public offering	$ 3,000,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)	7 Months Ended
	Dec. 31, 2021$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	100,000,000
Preferred stock, par value | $ / shares	$ 0.00001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares authorized	300,000,000
Common stock, par value | $ / shares	$ 0.00001
Temporary equity shares authorized	6,500,000
Share redemption price per share | $ / shares	$ 18
Public Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued	3,250,000
Private Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued	2,500,000
IPO [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued	5,750,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant Price per share | $ / shares	$ 0.01

INCOME TAXES (Details)

INCOME TAXES (Details)	7 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Federal
State	124,434
Deferred
Federal	(30,416)
State
Valuation allowance	30,416
Income tax provision	$ 124,434

INCOME TAXES (Details 1)

INCOME TAXES (Details 1)	7 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Change in valuation allowance	21.00%

INCOME TAXES (Details 2)

INCOME TAXES (Details 2)	Dec. 31, 2021USD ($)
Deferred tax assets:
Net operating loss carryover	$ 30,416
Total deferred tax assets	30,416
Valuation allowance	(30,416)
Deferred tax asset, net of allowance

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 144,837

NET INCOME (LOSS) PER SHARE (De

NET INCOME (LOSS) PER SHARE (Details 1)	7 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Basic and diluted net income/(loss) per share:
Basic and diluted net income/(loss) per share	$ (0.14)
Redeemable Common Stock [Member]
Basic and diluted net income/(loss) per share:
Net income/(loss) | $	$ (144,837)
Weighted-average shares outstanding | shares	1,001,327
Basic and diluted net income/(loss) per share	$ (0.14)
Non Redeemable Common Stock [Member]
Basic and diluted net income/(loss) per share:
Net income/(loss) | $	$ (144,837)
Weighted-average shares outstanding | shares	1,560,288
Basic and diluted net income/(loss) per share	$ (0.09)