FutureTech II Acquisition (FTIIW) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	4 Months Ended
	Dec. 31, 2021	Mar. 15, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-41289
Entity Registrant Name	FUTURE TECH II ACQUISITION CORP.
Entity Central Index Key	0001889450
Entity Tax Identification Number	87-2551539
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	128 Gail Drive
Entity Address, City or Town	New Rochelle
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10805
City Area Code	(914)
Local Phone Number	316-4805
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
ICFR Auditor Attestation Flag	false
Auditor Firm ID	3686
Auditor Name	Adeptus Partners, LLC
Auditor Location	Ocean, New Jersey
Common Stock and Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	FTIIU
Security Exchange Name	NASDAQ
Common Class A [Member]
Title of 12(b) Security	Class A Common stock, $0.0001 par value per share
Trading Symbol	FTII
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,615,000
Redeemable Warrants [Member]
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	FTIIW
Security Exchange Name	NASDAQ
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
ASSETS
Current asset - cash	$ 5,000
Deferred offering costs	135,455
Total Assets	140,455
Current Liabilities
Accrued offering costs	15,000
Promissory note- related parties	100,893
Total Current Liabilities	115,893
Commitments and Contingencies
Stockholder’s Equity
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,712
Accumulated deficit	(438)
Total Stockholder’s Equity	24,562
Total Liabilities and Stockholder’s Equity	140,455
Common Class A [Member]
Stockholder’s Equity
Common stock value
Common Class B [Member]
Stockholder’s Equity
Common stock value	$ 288	[1]
[1]	Includes an aggregate of 375,000

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	4 Months Ended
	Dec. 31, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	2,875,000
Common stock, shares outstanding	2,875,000
Common Class B [Member] | Over-Allotment Option [Member]
Number of option issued for forfeiture	375,000

Statement of Operations

Statement of Operations	4 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Operating costs	$ (438)
Net Loss	$ (438)
Weighted average shares outstanding, basic and diluted (1) | shares	2,500,000	[1]
Basic and diluted net loss per ordinary share | $ / shares	$ 0
[1]	Excludes an aggregate of 375,000

Statement of Operations (Parent

Statement of Operations (Parenthetical)	4 Months Ended
	Dec. 31, 2021shares
Over-Allotment Option [Member] | Common Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Number of option issued for forfeiture	375,000

Statement of Changes Stockholde

Statement of Changes Stockholder's Equity - 4 months ended Dec. 31, 2021 - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Aug. 18, 2021
Beginning balance, shares at Aug. 18, 2021
Issuance of Class B common stock to Sponsor (1)	[1]	$ 288	24,712		25,000
Issuance of Class B common stock to Sponsor, shares	[1]	2,875,000
Net loss				(438)	(438)
Ending balance, value at Dec. 31, 2021		$ 288	$ 24,712	$ (438)	$ 24,562
Ending balance, shares at Dec. 31, 2021		2,875,000
[1]	Includes an aggregate of 375,000

Statement of Changes Stockhol_2

Statement of Changes Stockholder's Equity (Parenthetical)	4 Months Ended
	Dec. 31, 2021shares
Over-Allotment Option [Member] | Common Class B [Member]
Number of option issued for forfeiture	375,000

Statement of Cash Flows

Statement of Cash Flows	4 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from Operating Activities:
Net Loss	$ (438)
Changes in operating assets and liabilities:
Formation costs paid by promissory note	438
Net cash provided by operating activities
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Payment of deferred offering costs	(20,000)
Net cash provided by financing activities	5,000
Net Change in Cash	5,000
Cash – Beginning of period
Cash – Ending of period	5,000
Supplemental Disclosures of Noncash Financing Activities
Accrued deferred offering costs	15,000
Offering costs paid by Promissory note - related parties	$ 100,893

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	4 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN FutureTech II Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on August 19, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Currently, the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, except for any entity with its principal business operations in China (including Hong Kong and Macau); however, the Company intends to focus on a business in the technology industry. At December 31, 2021, the Company had not yet commenced any operations. All activity from August 19, 2021 through December 31, 2021 relates to the Company’s formation and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 10,000,000 10.00 11,500,000 467,575 520,075 10.00 80 50 10.20 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.20 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Placement Units (the “Placement Shares”) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. The Company will have until twelve (12) months from the closing of the Proposed Offering to consummate a Business Combination (the “Combination Period”). However, if the Company anticipates that it may not be able to consummate an initial Business Combination within twelve (12) months, the Company’s sponsor may, but is not obligated to, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to eighteen (18) months to complete a business combination), subject to the Company’s sponsor depositing additional funds into the trust account as set out below. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the Combination Period to be extended, the Company’s sponsor, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,000,000 1,150,000 0.10 2,000,000 2,300,000 100 100,000 10.20 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.20

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	4 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with 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 revenues and 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. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. As of December 31, 2021, there were deferred offering costs of $ 135,455 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 19, 2021 (inception) to December 31, 2021. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share 375,000 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 coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PROPOSED OFFERING

PROPOSED OFFERING	4 Months Ended
	Dec. 31, 2021
Proposed Offering
PROPOSED OFFERING	NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 10,000,000 11,500,000 10.00 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	4 Months Ended
	Dec. 31, 2021
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 467,575 520,075 10.00 4,675,750 5,200,750

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	4 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock During the period ended December 31, 2021, the Company issued an aggregate of 2,875,000 25,000 375,000 20 The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note – Related Party On August 19, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 700,000 100,893 Administrative Services Arrangement The Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	4 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement signed on the effective date of Proposed Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stocks are to be released from escrow. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 The underwriters will be entitled to a cash underwriting discount of: (i) one and one half percent ( 1.50 1,500,000 1,725,000 3.00 3,000,000 3,450,000 In addition, we have agreed to issue to EF Hutton and/or its designees, 100,000 115,000 Right of First Refusal For a period beginning on the closing of this offering and ending twelve (12) months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than two years from the effective date of the registration statement of which this prospectus forms a part.

STOCKHOLDER_S EQUITY

STOCKHOLDER’S EQUITY	4 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDER’S EQUITY	NOTE 7. STOCKHOLDER’S EQUITY Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share no Class B Common Stock 10,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share 2,875,000 2,875,000 375,000 Preferred Shares 1,000,000 0.0001 no Warrants — five years The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: in whole and not in part; at a price of $ 0.01 18.00 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 115 18.00 180 The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	4 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to March __, 2022, the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. The Company closed its initial public offering of 10,000,000 10.00 1,500,000 115,000,000 On February 18, 2022, simultaneously with the consummation of the Offering, the Company consummated the private placement of 467,575 52,500 10.00 5,200,750

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	4 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	Use of estimates The preparation of financial statements in conformity with 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 revenues and 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.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. As of December 31, 2021, there were deferred offering costs of $ 135,455
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 19, 2021 (inception) to December 31, 2021.
Net loss per share	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share 375,000
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 coverage of $ 250,000
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures
Recently issued accounting pronouncements	Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative)	4 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares	$ 10.20
Aggregate market fair value percentage	80.00%
Public shares to be redeemed if business combination is not completed	50.00%
Minimum net tangible asset upon consummation of business combination | $	$ 5,000,001
Right of redemption of shrares, percentage	15.00%
Deposits | $	$ 1,000,000
Share issued price per share | $ / shares	$ 0.10
Redemption of shares, percentage	100.00%
Interest expense | $	$ 100,000
Underwriters over-allotment option exercised [Member]
Subsidiary, Sale of Stock [Line Items]
Deposits | $	$ 1,150,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares | shares	10,000,000
Share price | $ / shares	$ 10
Sale of stock | shares	467,575
Sale of stock price per share | $ / shares	$ 10
Proceeds from initial public offering | $	$ 2,000,000
IPO [Member] | Underwriters over-allotment option exercised [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares | shares	11,500,000
Sale of stock | shares	520,075
Proceeds from initial public offering | $	$ 2,300,000
Public Share [Member]
Subsidiary, Sale of Stock [Line Items]
Redemption price per share | $ / shares	$ 10.20
Proposed Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Share issued price per share | $ / shares	$ 10.20

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	4 Months Ended
	Dec. 31, 2021USD ($)shares
Deferred offering costs	$ 135,455
Cash FDIC insured amount	$ 250,000
Common Class B [Member]
Weighted average number of shares outstanding basic | shares	375,000

PROPOSED OFFERING (Details Narr

PROPOSED OFFERING (Details Narrative)	4 Months Ended
	Dec. 31, 2021$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.20
Warrant exercise price	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares | shares	10,000,000
Share price	$ 10
IPO [Member] | Underwriters over-allotment option exercised [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares | shares	11,500,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	4 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for private sale | shares	467,575
Sale of stock price per share | $ / shares	$ 10
Proceeds from issuance of private placement | $	$ 4,675,750
Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for private sale | shares	520,075
Proceeds from issuance of private placement | $	$ 5,200,750

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		Aug. 19, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock issued during period, value, new issues	[1]		$ 25,000
Warrants price per share			$ 11.50
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Payment for services			$ 10,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, principal amount		$ 300,000
Proceeds from offerings		700,000
Notes Payable, Related Parties		$ 100,893
Affiliate Sponsor [Member]
Related Party Transaction [Line Items]
Notes conversion amount			$ 1,500,000
Warrants price per share			$ 10
Common Class B [Member]
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after initial public offering			20.00%
Sale of stock price per share			$ 12
Common Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of option issued for forfeiture			375,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			2,875,000
Stock issued during period, value, new issues			$ 25,000
[1]	Includes an aggregate of 375,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	4 Months Ended
	Dec. 31, 2021	Aug. 19, 2021
Underwriter Over Allotment Option [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Proceeds from initial public offering	$ 3,450,000
Underwriters Agreement [Member]
Loss Contingencies [Line Items]
Percent of underwriting deferred fee	3.00%
Underwriters Agreement [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Proceeds from initial public offering	$ 3,000,000
IPO [Member]
Loss Contingencies [Line Items]
Options granted to purchase common stock		1,500,000
Proceeds from initial public offering	$ 2,000,000
Stock issued during period, shares, new issues	10,000,000
IPO [Member] | Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Percentage of underwriting discount	1.50%
Proceeds from initial public offering	$ 1,500,000
IPO [Member] | Underwriter Over Allotment Option [Member]
Loss Contingencies [Line Items]
Proceeds from initial public offering	$ 1,725,000
Over-Allotment Option [Member] | Common Class A [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, new issues	100,000
Underwriter Over Allotment Option [Member] | Common Class A [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, new issues	115,000

STOCKHOLDER_S EQUITY (Details N

STOCKHOLDER’S EQUITY (Details Narrative) - $ / shares	4 Months Ended
	Dec. 31, 2021	Aug. 19, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.0001
Preferred stock, shares outstanding	0
Preferred stock, shares issued	0
Warrant expire period	5 years
Warrants price per share	$ 11.50
Sale of stock, percentage	60.00%
Newly issued shares	$ 0.10
Market Value [Member]
Class of Stock [Line Items]
Sale of stock, percentage	180.00%
Newly issued shares	$ 18
Warrant [Member]
Class of Stock [Line Items]
Warrants price per share	$ 0.01
Sale of stock, percentage	115.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class A common stock are entitled to one vote for each share
Common stock, shares issued	0
Common stock, shares outstanding	0
Warrants price per share	$ 9.20
Common Class A [Member] | Public Share [Member]
Class of Stock [Line Items]
Warrants price per share	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class B common stock are entitled to one vote for each share
Common stock, shares issued	2,875,000
Common stock, shares outstanding	2,875,000
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares outstanding		2,875,000
Common Class B [Member] | Sponsor [Member] | Underwriters over-allotment option exercised [Member]
Class of Stock [Line Items]
Common stock, shares outstanding		375,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Feb. 18, 2022	Feb. 16, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Aggregate gross proceeds, amount			$ 25,000
IPO [Member]
Subsequent Event [Line Items]
Number of shares issued			467,575
Share, price per share			$ 10
IPO [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued	10,000,000
Share, price per share	$ 10
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of share options (or share units) exercised		1,500,000
Aggregate gross proceeds, amount		$ 115,000,000
Private Placement [Member]
Subsequent Event [Line Items]
Number of shares issued			467,575
Share, price per share			$ 10
Private Placement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued	467,575
Share, price per share	$ 10
Number of share options (or share units) exercised	52,500
Aggregate gross proceeds, amount	$ 5,200,750