FTAC Emerald Acquisition (FLDDW) 10-K 22 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 22, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	FTAC EMERALD ACQUISITION CORP.
Trading Symbol	EMLD
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001889123
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41168
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2170416
Entity Address, Address Line One	2929 Arch Street
Entity Address, Address Line Two	Suite 1703
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	(215)
Local Phone Number	701-9555
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,845,423
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,615,141

Balance Sheets

Balance Sheets	Dec. 31, 2021USD ($)
Assets
Cash	$ 1,227,914
Prepaid and other current assets	411,358
Total current assets	1,639,272
Prepaid expenses – non-current portion	175,362
Reimbursement receivable	1,155,000
Investments held in Trust Account	222,200,530
Total assets	225,170,164
Current liabilities:
Accrued offering costs and expenses	77,131
Due to related party	16,451
Total current liabilities	93,582
Deferred underwriters’ discount	7,700,000
Deferred advisory fee	1,155,000
Total liabilities	8,948,582
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 22,000,000 issued and outstanding shares at a redemption value of $10.10 per share	222,200,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 42,000,000 shares authorized; 890,000 issued and outstanding	89
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,763,333 shares issued and outstanding	876	[1]
Additional paid-in capital
Accumulated deficit	(5,979,383)
Total stockholders’ deficit	(5,978,418)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$ 225,170,164
[1]	Includes up to 1,133,333 shares of Class B Common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. The Underwriter for the IPO partially exercised its over-allotment option on January 14, 2022 (see Note 7).

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals)	Dec. 31, 2021$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, par value (in Dollars per share) | $ / shares	$ 0.0001
Redemption value, per share (in Dollars per share) | $ / shares	$ 10.1
Subject to possible redemption issued	22,000,000
Subject to possible redemption outstanding	22,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	42,000,000
Common stock, shares issued	890,000
Common stock, shares outstanding	890,000
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	8,763,333
Common stock, shares outstanding	8,763,333

Statement of Operations

Statement of Operations	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 100,518
Loss from operations	(100,518)
Other income:
Interest income earned on investments held in trust account	530
Other income	530
Net loss	$ (99,988)
Class A Common Stock
Other income:
Basic and diluted weighted average shares outstanding (in Shares) | shares	869,241
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares	$ (0.02)
Class B Common Stock
Other income:
Basic and diluted weighted average shares outstanding (in Shares) | shares	5,126,782
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares	$ (0.02)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - 10 months ended Dec. 31, 2021 - USD ($)	Class ACommon Stock	Class BCommon Stock	[1]	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 18, 2021
Balance (in Shares) at Feb. 18, 2021
Issuance of founders’ share		$ 876		24,124		25,000
Issuance of founders’ share (in Shares)		8,763,333
Sale of 890,000 Private Placement Units	$ 89			8,899,911		8,900,000
Sale of 890,000 Private Placement Units (in Shares)	890,000
Initial classification of warrant, net of offering costs				7,362,578		7,362,578
Net loss					(99,988)	(99,988)
Accretion of common stock subject to possible redemption				(16,286,613)	(5,879,395)	(22,166,008)
Balance at Dec. 31, 2021	$ 89	$ 876			$ (5,979,383)	$ (5,978,418)
Balance (in Shares) at Dec. 31, 2021	890,000	8,763,333
[1]	Includes up to 1,133,333 shares of Class B Common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. The Underwriter for the IPO partially exercised its over-allotment option on January 14, 2022 (see Note 7).

Statement of Changes in Stock_2

Statement of Changes in Stockholders’ Deficit (Parentheticals)	Dec. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement units	890,000

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (99,988)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by Sponsor	208
Interest earned on cash held in Trust Account	(530)
Prepaid assets	(586,720)
Accrued offering costs and expenses	77,131
Due to related party	16,451
Net cash used in operating activities	(593,448)
Cash flows from investing activities:
Principal deposited in Trust Account	(222,200,000)
Net cash used in investing activities	(222,200,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of costs	215,600,000
Proceeds from sale of founder shares	25,000
Proceeds from private placement units	8,900,000
Payment of promissory note - related party	(105,260)
Payment of other offering costs	(398,378)
Net cash provided by financing activities	224,021,362
Net change in cash	1,227,914
Cash, beginning of the period
Cash, end of the period	1,227,914
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting payable charged to additional paid-in capital	7,700,000
Reimbursement of advisory fee	$ 1,155,000

Organization and Business Opera

Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations FTAC Emerald Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 19, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any 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. The Company may pursue an initial Business Combination target in any business or industry. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Public Offering (the “Public Offering” or “IPO”). 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 Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsors are Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, a Delaware limited liability company, (collectively, the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 15, 2021 (the “Effective Date”). On December 20, 2021, the Company consummated its Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A Common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 3 and the sale of 890,000 placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, which is discussed in Note 4 (“Private Placement”). Transaction costs related to the IPO amounted to $12,603,430 consisting of $4,400,000 of underwriting commissions, $7,700,000 in deferred underwriting fees, and $503,430 of other offering costs. In addition, $1,361,721 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the 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) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, management deposited $222,200,000 ($10.10 per Unit) of the proceeds from the Units sold in the Public Offering, including the proceeds of the sale of the Private Placement Units, in a Trust Account (“Trust Account”). The proceeds will 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. Except for any interest income released to the Company to pay franchise and income taxes and up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released from the Trust Account until the earlier of (i) the consummation of the initial Business Combination; (ii) the redemption of the public shares if the Company is unable to consummate a Business Combination within 18 months from the completion of the Public Offering subject to applicable law, or 21 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 18 months from the closing of this offering but have not completed the initial Business Combination within such 18-month period; or (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within 18 months from the closing of the Public Offering, or 21 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 18 months from the closing of this offering but have not completed the initial Business Combination within such 18-month period, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. Liquidity and Capital Resources As of December 31, 2021, the Company had $1,227,914 in cash and working capital of $1,545,690. Prior to the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 and a loan to the Company of up to $300,000 by the Company’s Sponsor under an unsecured promissory note, which had no outstanding balance as of December 31, 2021. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021, and the promissory note was terminated. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of all loans made to the Company by the Sponsor, an affiliate of the Sponsor or the officers and directors may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the Private Placement Units. At December 31, 2021, no such Working Capital Loans were outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Significant Accounting Policies

Significant Accounting Policies	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Statu 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. 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 the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of December 31, 2021, the Company had $1,227,914 in 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 no cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the company had $222,200,530 in investments held in trust account which was invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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 Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. As of December 31, 2021, the Company incurred offering costs amounting to $12,603,430 consisting of $4,400,000 of underwriting commissions, $7,700,000 of deferred underwriting fees, and $503,430 of other offering costs. These offering costs are allocated between components of temporary and permanent equity based on the relative fair value of these components. Net Loss Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 22,890,000 of its Class A common stock in the calculation of diluted loss per share, since their exercise is contingent upon future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (14,495 ) $ (85,493 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 869,241 5,126,782 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 22,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the 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, 2024 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 other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On December 20, 2021, the Company consummated its IPO of 22,0000,000 All of the 22,000,000 Class A 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 certificate of incorporation. In accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity,” and with the 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. As of December 31, 2021, the common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds $ 220,000,000 Less: Proceeds allocated to Public Warrants (7,810,000 ) Class A common stock issuance costs (12,603,430 ) Plus: Accretion of carrying value to redemption value 22,613,430 Class A common stock subject to possible redemption $ 222,200,000

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 890,000 Private Placement Units for a purchase price of approximately $8,900,000, or $10.00 per unit, in a private placement. The Private Placement Warrants are identical to the warrants sold in the Public Offering, except that if held by the Sponsor or its permitted transferees, they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of the initial Business Combination. There will be no redemption rights or liquidating distributions with respect to the Founder Shares (defined below), placement shares or warrants, which will expire worthless if the Company does not complete an initial Business Combination.

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June 2, 2021, the Sponsor purchased 7,992,750 shares for an aggregate purchase price of $25,000, and on October 14, 2021, the Company effected a 1.1014-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,803,333 shares of Class B Common stock (the “Founder Shares”). On November 12, 2021, the Company effected a 0.9955-for-1.0 stock split, so that the Sponsor owns an aggregate of 8,763,333 Founder Shares. All shares and related amounts have been retroactively adjusted to reflect the split (see Note 7). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 25,300,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding shares after the Public Offering. Up to 1,133,333 of the Founder Shares will be forfeited depending on the extent to which the underwriter’s over-allotment is not exercised. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination. Notwithstanding the foregoing, the transfer restrictions set forth in the immediately preceding sentence shall terminate upon the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. Promissory Note — Related Party Emerald ESG Sponsor, LLC agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2022 or the closing of the Public Offering. As of December 31, 2021, the Company had no outstanding borrowings under the promissory note. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021 and the promissory note was terminated. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of all loans made to the Company by the Sponsor, an affiliate of the Sponsor or the officers and directors may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the Private Placement Units. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Services Agreement The Company has entered into an administrative services agreement as of the effective date of the registration statement for the Public Offering pursuant to which the Company will pay the Sponsor or its designee a total of $30,000 per month for office space, administrative and shared personnel support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company accrued $16,451, for the administrative support services in Due to Related Party.

Commitments and Contingencies

Commitments and Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on November 18, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of loans made by the Sponsor or one of its affiliates have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the founder shares, only after conversion to the Class A common stock). These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s financial statements, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s financial statements without the consent of any stockholder or warrant holder. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant. Underwriter Agreement The Company granted the underwriter a 45-day option to purchase up to 3,300,000 additional Units to cover any over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. The underwriter earned a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,400,000. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds or $7,700,000 of the Public Offering upon the completion of the Company’s initial Business Combination. Financial Advisory Fee The Company engaged Cohen & Company Capital Markets, a related party and a division of J.V.B. Financial Group, LLC (“CCM”), to provide financial advisory services in connection with the Public Offering. The Company paid CCM a fee in an amount equal to 0.3% of the aggregate proceeds of the Public Offering (excluding the proceeds of the exercise of the overallotment option, if any) net of underwriter’s expenses, which was paid to CCM upon the closing of the Public Offering. The Company also intends to engage CCM as an advisor in connection with Business Combination for which it will earn an advisory fee of 0.525% of the proceeds of the Public Offering payable at closing of the Business Combination. CCM will also be entitled to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the overallotment option, if any, payable at the closing of the Business Combination. The underwriter has agreed to reimburse the Company for the fee to CCM as it becomes payable out of the underwriting commission. Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 has been reflected in the accompanying balance sheet.

Stockholders_ Deficit

Stockholders’ Deficit	10 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Preferred Stoc The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 42,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 22,890,000 shares of Class A common stock issued and outstanding, of which 22,000,000 shares are subject to redemption and thus classified as temporary equity. The underwriter provided notice of its election to partially exercise its over-allotment option and the closing of the issuance occurred on January 14, 2022. A total aggregate issuance by the Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per Over-allotment Option Unit resulted in total gross proceeds of $28,693,420 to the Company. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2021, there were 8,763,333 shares of Class B common stock issued and outstanding, of which 1,133,333 shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full so that the Founder Shares will represent, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Public Offering (assuming the Sponsor does not purchase any public shares in the Public Offering). The underwriters provided notice of their election to partially exercise their over-allotment option, and the closing of the sale of the additional Units occurred on January 14, 2022. A total aggregate issuance by the Company of 86,081 Private Placement Units at a price of $10.00 per Over-allotment Placement Unit resulted in total gross proceeds of $860,810 to the Company. As a result of the underwriter exercising its over-allotment option in part, the Company’s initial holders forfeited 148,192 founder shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock issued and outstanding upon completion of the Public Offering, including placement shares, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Warrants As of December 31, 2021, there were 11,000,000 Public Warrants and 890,000 Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt from the registration or qualifications requirements of the securities laws of the state of residence of the registered holder of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants has not been declared effective by the end of 60 business days following the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement previously filed in connection with the Public Offering or a new registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A 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 elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use the commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last sale price of the Class A common stock (or the closing bid price of the Class A common stock in the event the shares of Class A common stock are not traded on any specific trading day) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.

Fair Value Measurements

Fair Value Measurements	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that is measured at fair value on December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Asset: Investment held in Trust Account $ 222,200,530 $ 222,200,530 $ — $ — There were no transfers between Levels 1, 2 or 3 during the period from February 19, 2021 (inception) through December 31, 2021.

Income Tax

Income Tax	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 9 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Start-up costs $ 10,144 Federal net operating loss 10,853 Total deferred tax asset 20,997 Valuation allowance (20,997 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the Federal Current $ — Deferred 20,997 State Current — Deferred — Change in valuation allowance (20,997 ) Income tax provision $ — The Company’s net operating loss carryforward as of December 31, 2021 amounted to $51,683 and will be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 19, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $20,997. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate $ 21.00 % State taxes, net of federal tax benefit — Permanent book/tax differences — Change in valuation allowance (21.00 %) Income tax provision $ — The Company files income tax returns in the U.S. federal jurisdiction, in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception.

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, the Company identified the following subsequent event: The underwriter of the Company’s previously announced IPO provided notice of its election to partially exercise its over-allotment option, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 14, 2022. A total aggregate issuance by the Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per Over-allotment Option Unit resulted in total gross proceeds of $28,693,420 to the Company. In connection with the partial exercise of the underwriter’s over-allotment option, the Company incurred $573,868 of underwriting fees and $1,004,270 of deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 86,081 Private Placement Units (the “Additional Private Placement Units”) at a price of $10.00 per Additional Private Placement Units to the Sponsor, generating gross proceeds of $860,810. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 Statu 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. 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 the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents As of December 31, 2021, the Company had $1,227,914 in 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 no cash equivalents as of December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021, the company had $222,200,530 in investments held in trust account which was invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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 Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. As of December 31, 2021, the Company incurred offering costs amounting to $12,603,430 consisting of $4,400,000 of underwriting commissions, $7,700,000 of deferred underwriting fees, and $503,430 of other offering costs. These offering costs are allocated between components of temporary and permanent equity based on the relative fair value of these components.
Net Loss Per Common Stock	Net Loss Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 22,890,000 of its Class A common stock in the calculation of diluted loss per share, since their exercise is contingent upon future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (14,495 ) $ (85,493 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 869,241 5,126,782 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 22,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Warrant Classification	Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity.
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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the 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, 2024 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 other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per share	For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (14,495 ) $ (85,493 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 869,241 5,126,782 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )

Initial Public Offering (Tables

Initial Public Offering (Tables)	10 Months Ended
	Dec. 31, 2021
Regulated Operations [Abstract]
Schedule of common stock reflected on the balance sheet are reconciled	Gross proceeds $ 220,000,000 Less: Proceeds allocated to Public Warrants (7,810,000 ) Class A common stock issuance costs (12,603,430 ) Plus: Accretion of carrying value to redemption value 22,613,430 Class A common stock subject to possible redemption $ 222,200,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule asset that is measured at fair value	December 31, Quoted Significant Significant Asset: Investment held in Trust Account $ 222,200,530 $ 222,200,530 $ — $ —

Income Tax (Tables)

Income Tax (Tables)	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset Organizational costs/Start-up costs $ 10,144 Federal net operating loss 10,853 Total deferred tax asset 20,997 Valuation allowance (20,997 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision consists	For the Federal Current $ — Deferred 20,997 State Current — Deferred — Change in valuation allowance (20,997 ) Income tax provision $ —
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	Statutory federal income tax rate $ 21.00 % State taxes, net of federal tax benefit — Permanent book/tax differences — Change in valuation allowance (21.00 %) Income tax provision $ —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended	10 Months Ended
	Dec. 20, 2021	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)		890,000
Transaction costs		$ 12,603,430
Underwriting commissions		4,400,000
Deferred underwriting fees		7,700,000
Other offering costs		503,430
Cash held in trust account		$ 1,361,721
Fair market value, percentage		80.00%
Ownership percentage		50.00%
Public offering, description		management deposited $222,200,000 ($10.10 per Unit) of the proceeds from the Units sold in the Public Offering, including the proceeds of the sale of the Private Placement Units, in a Trust Account (“Trust Account”). The proceeds will 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. Except for any interest income released to the Company to pay franchise and income taxes and up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released from the Trust Account until the earlier of (i) the consummation of the initial Business Combination; (ii) the redemption of the public shares if the Company is unable to consummate a Business Combination within 18 months from the completion of the Public Offering subject to applicable law, or 21 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 18 months from the closing of this offering but have not completed the initial Business Combination within such 18-month period; or (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within 18 months from the closing of the Public Offering, or 21 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 18 months from the closing of this offering but have not completed the initial Business Combination within such 18-month period, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.
Cash		$ 1,227,914
Working capital		1,545,690
Repaid outstanding balance		$ 105,260
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Business combination, description		Up to $2,000,000 of all loans made to the Company by the Sponsor, an affiliate of the Sponsor or the officers and directors may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the Business Combination.
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Capital contribution		$ 25,000
Loan		$ 300,000
Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)	22,000,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	890,000	890,000
Sale of stock price (in Dollars per share)	$ 10	$ 10
Class A Common stock | Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)	$ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Accounting Policies [Abstract]
Cash	$ 1,227,914
Investment held in trust account	222,200,530
Incurred offering costs	12,603,430
Underwriting commissions	4,400,000
Deferred underwriting fees	7,700,000
Other offering costs	$ 503,430
Purchase an aggregate of shares (in Shares) | shares	22,890,000
Common stock subject to possible redemption (in Shares) | shares	22,000,000
Federal depository insurance corporation coverage limits	$ 250,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A
Numerator:
Allocation of net loss | $	$ (14,495)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	869,241
Basic and diluted net loss per share | $ / shares	$ (0.02)
Class B
Numerator:
Allocation of net loss | $	$ (85,493)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	5,126,782
Basic and diluted net loss per share | $ / shares	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Dec. 20, 2021	Jun. 02, 2021	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Company consummated		7,992,750
Sale of stock description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Company consummated	220,000,000
Purchase price (in Dollars per share)	$ 10
Common Class A [Member]
Initial Public Offering (Details) [Line Items]
Common stock sold			22,000,000

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of common stock reflected on the balance sheet are reconciled	10 Months Ended
	Dec. 31, 2021USD ($)
Schedule of common stock reflected on the balance sheet are reconciled [Abstract]
Gross proceeds	$ 220,000,000
Proceeds allocated to Public Warrants	(7,810,000)
Class A common stock issuance costs	(12,603,430)
Accretion of carrying value to redemption value	22,613,430
Class A common stock subject to possible redemption	$ 222,200,000

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($)	1 Months Ended	10 Months Ended
	Dec. 20, 2021	Dec. 31, 2021
Private Placement (Details) [Line Items]
Share issued	890,000	890,000
Proceeds from issuance of share		$ 8,900,000
Price per share	$ 10	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 12, 2021	Oct. 14, 2021	Jun. 02, 2021	Dec. 27, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Purchase of sponsor shares (in Shares)			7,992,750
Aggregate purchase price			$ 25,000
Stock split description	9955-for-1.	1014-for-1.
Founder shares, description	(i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination.
Public offering expenses	$ 300,000
Repaid outstanding balance				$ 105,260
Related party loans					$ 2,000,000
Share price (in Dollars per share)					$ 10
Offering costs					$ 30,000
Administrative services agreement					$ 16,451
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of sponsor shares (in Shares)	25,300,000
Founder shares, percentage	25.00%
Forfeited founder shares (in Shares)	1,133,333
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares (in Shares)		8,803,333
Founder shares (in Shares)	8,763,333

Commitments and Contingencies (

Commitments and Contingencies (Details)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Commitments and Contingencies (Details) [Line Items]
Warrant agreement, description	The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s financial statements, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s financial statements without the consent of any stockholder or warrant holder. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.
Additional units (in Shares) | shares	3,300,000
Cash underwriting discount	2.00%
Gross proceeds of public offering (in Dollars)	$ 4,400,000
Deferred underwriting discount	3.50%
Paid ccm fee amount equal percentage	0.30%
Advisory fee percentage	0.525%
Financial advisory fee, description	CCM will also be entitled to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the overallotment option, if any, payable at the closing of the Business Combination. The underwriter has agreed to reimburse the Company for the fee to CCM as it becomes payable out of the underwriting commission. Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 has been reflected in the accompanying balance sheet.
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds of public offering (in Dollars)	$ 7,700,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Dec. 20, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock shares, par value (in Dollars per share)	$ 0.0001
Gross Proceeds (in Dollars)	$ 220,000,000
Public warrant shares	11,000,000
Private warrant shares	890,000
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Warrant expiration date	5 years
Warrants for redemption, description	Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ● in whole and not in part;   ● at a price of $0.01 per warrant;   ● upon not less 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and  ●if, and only if, the last sale price of the Class A common stock (or the closing bid price of the Class A common stock in the event the shares of Class A common stock are not traded on any specific trading day) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.
Warrant [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares, par value (in Dollars per share)	$ 11.5
Private Placement [Member]
Stockholders’ Deficit (Details) [Line Items]
Price per share (in Dollars per share)	$ 10	$ 10
Common Class A [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	42,000,000
Common stock shares, par value (in Dollars per share)	$ 0.0001
Common stock, shares outstanding	22,890,000
Common stock, shares issued	22,890,000
Common stock shares subject to possible redemption	22,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares issued	2,869,342
Price per share (in Dollars per share)	$ 10
Gross Proceeds (in Dollars)	$ 28,693,420
Common Class B [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000
Common stock shares, par value (in Dollars per share)	$ 0.0001
Common stock, shares outstanding	8,763,333
Common stock, shares issued	8,763,333
Gross Proceeds (in Dollars)	$ 860,810
Stock subject to forfeiture	1,133,333
Percentage of class A ordinary shares issued	25.00%
Percentage of class B ordinary shares outstanding	25.00%
Common Class B [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit (Details) [Line Items]
Forfeited founder share	148,192
Common Class B [Member] | Private Placement [Member]
Stockholders’ Deficit (Details) [Line Items]
Aggregate issuance (in Dollars)	$ 86,081
Purchase price of per share (in Dollars per share)	$ 10

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule asset that is measured at fair value	Dec. 31, 2021USD ($)
Fair Value Measurements (Details) - Schedule asset that is measured at fair value [Line Items]
Investment held in Trust Account	$ 222,200,530
Quoted Prices In Active Markets (Level 1)
Fair Value Measurements (Details) - Schedule asset that is measured at fair value [Line Items]
Investment held in Trust Account	222,200,530
Significant Other Observable Inputs (Level 2)
Fair Value Measurements (Details) - Schedule asset that is measured at fair value [Line Items]
Investment held in Trust Account
Significant Other Unobservable Inputs (Level 3)
Fair Value Measurements (Details) - Schedule asset that is measured at fair value [Line Items]
Investment held in Trust Account

Income Tax (Details)

Income Tax (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 51,683
Valuation allowance	$ 20,997

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2021USD ($)
Deferred tax asset
Organizational costs/Start-up costs	$ 10,144
Federal net operating loss	10,853
Total deferred tax asset	20,997
Valuation allowance	(20,997)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision consists	10 Months Ended
	Dec. 31, 2021USD ($)
Federal
Current
Deferred	20,997
State
Current
Deferred
Change in valuation allowance	(20,997)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	10 Months Ended
	Dec. 31, 2021USD ($)
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate [Abstract]
Statutory federal income tax rate	$ 0.21
State taxes, net of federal tax benefit
Permanent book/tax differences
Change in valuation allowance	(0.21)
Income tax provision

Subsequent Events (Details)

Subsequent Events (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Aggregate issuance shares (in Shares) | shares	2,869,342
Price per share (in Dollars per share) | $ / shares	$ 10
Gross proceeds	$ 28,693,420
Underwriting fees	573,868
Deferred underwriting fees	$ 1,004,270
Additional Private Placement Units [Member]
Subsequent Events (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 10
Gross proceeds	$ 860,810
Sale of additional shares (in Shares) | shares	86,081