ConnectM Technology Solutions (CNTM) 10-Q 24 Jun 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Jun. 24, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity Registrant Name	Monterey Capital Acquisition Corporation
Entity File Number	001-41389
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2898342
Entity Address, Address Line One	419 Webster Street
Entity Address, City or Town	Monterey
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	93940
City Area Code	831
Local Phone Number	649-7388
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
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001895249
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one redeemable Warrant
Trading Symbol	MCACU
Security Exchange Name	NASDAQ
Class A Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,338,000
Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	MCACW
Security Exchange Name	NASDAQ
Class B Ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,300,000
Rights, each right receives one-tenth of one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Rights, each right receives one-tenth of one share of Class A common stock
Trading Symbol	MCACR
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash		$ 9,844	$ 5,056
Deferred offering costs		513,972	329,606
Total assets		523,816	334,662
Current liabilities:
Accrued offering costs		212,536	240,193
Accrued expenses		9,190	9,358
Promissory note - related party		324,000	80,000
Total current liabilities		545,726	329,551
Commitments and Contingencies (Note 6)
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,770	24,770
Accumulated deficit		(46,910)	(19,889)
Total stockholders' equity (deficit)		(21,910)	5,111
Total Liabilities and Stockholders' Equity (Deficit)		523,816	334,662
Class B Ordinary shares
Stockholders' equity (deficit):
Common stock	[1]	$ 230	$ 230
[1] Includes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7). On May 10, 2022, the Sponsor (as defined below) surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 5).

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	May 10, 2022	May 13, 2022	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)			$ 0.0001	$ 0.0001
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Number of Surrender Founder Shares	575,000
Consideration of Shares Surrendered for Cancellation	$ 0
Over-allotment option
Number Of Shares Subject To Forfeiture			300,000
Class A Ordinary shares
Common shares, par value, (per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized			100,000,000	100,000,000
Common shares, shares issued			0	0
Common shares, shares outstanding			0	0
Class B Ordinary shares
Common shares, par value, (per share)			$ 0.0001	$ 0.0001
Common shares, shares authorized			10,000,000	10,000,000
Common shares, shares issued			2,300,000	2,300,000
Common shares, shares outstanding	2,300,000		2,300,000	2,300,000
Number Of Shares Subject To Forfeiture			300,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
General and administrative expenses | $	$ 27,021
Net loss | $	$ (27,021)
Basic net loss per share | $ / shares	$ (0.01)
Diluted net loss per share | $ / shares	$ (0.01)
Class A Ordinary shares subject to possible redemption
Basic weighted average shares outstanding | shares	2,000,000	[1]
Diluted weighted average shares outstanding | shares	2,000,000	[1]
[1] Excludes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 5).

CONDENSED STATEMENT OF OPERAT_2

CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($)	May 10, 2022	Mar. 31, 2022	Dec. 31, 2021
Number of Surrender Founder Shares	575,000
Consideration of Shares Surrendered for Cancellation	$ 0
Over-allotment option
Number Of Shares Subject To Forfeiture		300,000
Class A Ordinary shares
Common shares, shares outstanding		0	0
Class B Ordinary shares
Number Of Shares Subject To Forfeiture		300,000
Common shares, shares outstanding	2,300,000	2,300,000	2,300,000

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2022 - USD ($)		Class B Ordinary shares Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021		$ 230	$ 24,770	$ (19,889)	$ 5,111
Balance at the beginning (in shares) at Dec. 31, 2021		2,300,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(27,021)	(27,021)
Balance at the end at Mar. 31, 2022		$ 230	$ 24,770	$ (46,910)	$ (21,910)
Balance at the end (in shares) at Mar. 31, 2022	[1]	2,300,000
[1] Includes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 5).

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($)	May 10, 2022	Mar. 31, 2022	Dec. 31, 2021
Number of Surrender Founder Shares	575,000
Consideration of Shares Surrendered for Cancellation	$ 0
Over-allotment option
Number Of Shares Subject To Forfeiture		300,000
Class A Ordinary shares
Common shares, shares outstanding		0	0
Class B Ordinary shares
Number Of Shares Subject To Forfeiture		300,000
Common shares, shares outstanding	2,300,000	2,300,000	2,300,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2022 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (27,021)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued expenses	(168)
Net cash used in operating activities	(27,189)
Cash Flows from Financing Activities:
Proceeds from promissory note	244,000
Payment of deferred offering costs	(212,023)
Net cash provided by financing activities	31,977
Net Change in Cash	4,788
Cash - beginning of period	5,056
Cash - end of period	9,844
Non-cash financing activities:
Offering costs included in accrued offering costs	$ 27,657

Organization, Business Operatio

Organization, Business Operation and going concern	3 Months Ended
	Mar. 31, 2022
Organization, Business Operation and going concern
Organization, Business Operation and going concern	Note 1 — Organization, Business Operation and going concern Monterey Capital Acquisition Corporation (the “Company”) is a blank check company incorporated as a Delaware company on September 23, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). The Company may pursue a business combination opportunity in any business or industry and intends to target businesses with enterprise values of approximately $250 million to $1 billion except for any entity with its principal business operations in China (including Hong Kong and Macau). The Company plans to initially target companies in the clean transition economy. The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from September 23, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the Initial Public Offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on May 10, 2022. On May 13, 2022 (the “IPO date”), the “Company consummated its IPO of 9,200,000 units (“Units”), including 1,200,000 Units resulting from the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (“Common Stock”), one redeemable warrant exercisable into one share of Common Stock at an exercise price of $11.50 per share (“Public Warrant”) and one right to receive one-tenth (1/10) of one share of Common Stock upon consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $92,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,040,000 warrants (“Placement Warrants”) to the Sponsor at a price of $1.00 per Placement Warrant, generating total proceeds of $3,040,000, which is described in Note 4. Transaction costs amounted to $1,812,050, consisting of $920,000 of underwriting fees and $892,050 of other offering costs. In addition, the Company has accrued underwriting fees of $3,680,000 that will be paid only if a business combination is entered into. At the IPO date, cash of $923,563 was held outside of the Trust Account (as defined below) and was available for the payment of the Note (see Note 5), payment of accrued offering costs and for working capital purposes. At the IPO date, the Sponsor also sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), a total of 600,000 of Founders shares (“Transferred Units”) at their original purchase price of approximately $0.009, as compensation for their commitment to purchase the Units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 Units in the Initial Public Offering at the offering price of $10.00 under separate investment agreements. The excess of the fair value of the Transferred Units above the purchase price was determined to be a contribution from the Sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to stockholders’ equity upon the completion of the IPO. In addition, in conjunction with this Initial Public Offering, The Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under ASC 718, Stock compensation, is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $622,882. Following the closing of the Initial Public Offering on May 13, 2022, an amount of $92,920,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”).The funds placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed initial business combination, the Company will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law 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 Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this Initial Public Offering, referred to as excess shares. However, the Company’s stockholders will not be restricted to vote all of their shares (including excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the excess shares if the Company completes the initial business combination. The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a business combination within 12 months (or if the Company decides to extend the period of time to complete the initial business combination up to two times by an additional three months each time, at $0.10 per unit per extension, for a total of $0.20 per unit in the aggregate in trust, within 18 months) from the closing of the Initial Public Offering (the “Combination Period”) unless the Company provides its public stockholders with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares. If the Company is unable to complete its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the prescribed time frame. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of March 31, 2022, the Company had $9,844 in cash. At the IPO date, cash of $923,563 was held outside of the Trust Account and was available for the payment of the Note (see Note 5), payment of accrued offering costs and for working capital purposes. These proceeds held outside of the Trust Account subsequent to the closing of the IPO may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes that the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. 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 these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent increases in inflation in the United States and elsewhere may lead to national, regional and international economic disruptions, any of which could affect the Company’s ability to consummate a Business Combination. In addition, the Company’s ability to consummate a Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by inflation, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s prospectus for its IPO as filed with the SEC on May 12, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 24, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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. 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 IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, Stock compensation, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs. Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 1, 2022 through March 31, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common shares that were subject to forfeiture until the IPO. As of March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted net income per share of common share is the same as basic net income per share of Common Stock for the period presented. Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements. Actual results could differ from those estimates. 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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Share-Based Payment Arrangements The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. Income Taxes The Company adopted ASC 740, “Income Taxes”, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022. Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted this standard effective January 1, 2022 and the adoption did not have material impact on the Company’s unaudited condensed financial statements. The Company does not expect any other recently issued standards to have a material impact on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On May 13, 2022, the Company sold 9,200,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one Public Warrant and one right to receive one -tenth (1/10) of one share of Common Stock upon consummation of the initial business combination (each a “Right”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7).

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement.
Private Placement	Note 4 — Private Placement On May 13, 2022, in the private placement that occurred simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,040,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,040,000 (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the private placement of the Private Warrants funded the trust account, IPO issuance costs and will fund the future operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Warrants, will be included in the liquidating distribution to the public stockholders and the Private Warrants will be worthless (see Note 7).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In October 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock. Up to 300,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option (see Note 6) was not exercised in full by the underwriter. As the Underwriters exercised their overallotment option in full at the IPO date the forfeiture provisions lapsed for 300,000 Founder Shares. On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the Board of Directors nominees. In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founders Shares to the group of ten Anchor Investors (see Note 1). Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 24, 2022, the consummation of the Initial Public Offering or the abandonment of the Initial Public Offering. The Note totaled $324,000 and $80,000 as of March 31, 2022 and December 31, 2021, respectively. The Note balance of $354,100 as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account (see Note 9). Working Capital Loans In order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it will pay the Sponsor a total of $10,000 per month, for up to 12 months , for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. There were no expenses incurred under the administrative agreement during the three months ended March 31, 2022, and no amounts payable under the administrative agreement at March 31, 2022 or December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, placement warrants (including securities contained therein) issued in connection with the Initial Public Offering and placement warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans (see Note 5), and any shares of Class A common stock issuable upon the exercise of the placement warrants and warrants (and underlying Class A common stock) that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the Initial Public Offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion of the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities. Underwriting Agreement At the IPO date, the Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,200,000 additional Units to cover over-allotments, if any, at the price paid by the underwriter in the Initial Public Offering. This overallotment option was exercised in full at the IPO date. The underwriter received a cash discount of $0.10 per unit, or $0.92 million in the aggregate at the closing of the Initial Public Offering. In addition, $0.40 per share, or $3.68 million in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. The Representative Shares will have registration rights.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity
Stockholders' Equity	Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — outstanding Class A Common Shares outstanding Class B Common Shares Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one. Warrants — 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 a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (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 consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Warrants will become exercisable 30 days after the completion of a Business Combination. However, no Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the 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. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. ​ The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “ 30- day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period commencing once the warrants become exercisable and ending three days before we send the notice of redemption to the warrant holders. If the Company call the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. 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 difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2022
Stock-based Compensation
Stock-based Compensation	Note 8 — Stock-based Compensation In October 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the Board. If the director nominee does not become a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such purchaser’s shares shall be returned to Sponsor. As such, the service period for these awards will not start until the IPO date. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants would be not recognized until the Triggering Event. As a result, the Company recorded no compensation expense for the three months ended March 31, 2022. The fair value of the Founder Shares on the grant date was approximately $0.87 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful business combination, and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $65,000. Total unrecognized compensation expense related to unvested Founder Shares at March 31, 2022 amounted to approximately $65,000 and is expected to be recognized upon the Triggering Event.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events
Subsequent Events	Note 9 — 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, other than the IPO closing disclosed in Note 1 and the events described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The Company made additional borrowings of $30,100 under the Note (see Note 5) subsequent to March 31, 2022 through the IPO date. The balance of $354,100 due on the Note (see Note 5) as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account. On May 10, 2022, the Sponsor surrendered 575,000 founder shares for no consideration, resulting in 2,300,000 founder shares outstanding, of which 300,000 were subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. All share and per-share amounts have been retroactively restated to reflect the share surrender.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s prospectus for its IPO as filed with the SEC on May 12, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 24, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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.
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 IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, Stock compensation, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs.
Net Loss per Common Stock share	Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 1, 2022 through March 31, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common shares that were subject to forfeiture until the IPO. As of March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted net income per share of common share is the same as basic net income per share of Common Stock for the period presented.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements. Actual results could differ from those estimates.
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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
Derivative Financial Instruments	Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change.
Income Taxes	Income Taxes The Company adopted ASC 740, “Income Taxes”, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted this standard effective January 1, 2022 and the adoption did not have material impact on the Company’s unaudited condensed financial statements. The Company does not expect any other recently issued standards to have a material impact on the Company’s financial statement.

Organization, Business Operat_2

Organization, Business Operation and going concern (Details) - USD ($)		3 Months Ended
	May 13, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable		$ 3,680,000
Threshold period to complete business combination		12 months
Threshold period from closing of public offering entity is obligated to complete business combination		18 months
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Extension price per unit		$ 0.10
Aggregate per unit price in trust		$ 0.20
Threshold Trading Days For Redeem The Public Shares After Completion Of Initial Business Combination		12 months
Cash		$ 9,844	$ 5,056
Threshold Minimum AggregaFair market value as percentage of assets held in trust account		80%
Ownership interest to be acquired on post-transaction company		50%
Minimum net tangible asset up on consummation of business combination		$ 5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company		15%
Investments maximum maturity term	185 days
Minimum
Subsidiary, Sale of Stock [Line Items]
Business Combination Target Enterprise Value		$ 250,000,000
Maximum
Subsidiary, Sale of Stock [Line Items]
Business Combination Target Enterprise Value		$ 1,000,000,000
Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Number of shares in a unit	1
Purchase of shares	138,000
Exercise price of warrant		$ 11.50
Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	3,040,000
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	9,200,000
Purchase price, per unit	$ 10
Proceeds from issuance initial public offering	$ 92,000,000
Share price per unit	$ 10.10
Transaction Costs		$ 1,812,050
Underwriting fees		920,000
Other offering costs		892,050
Accrued underwriting fees payable		3,680,000
Estimated fair value of representative shares	$ 622,882
Payments for investment of cash in Trust Account	$ 92,920,000
Cash		$ 923,563
Exercise price of warrant	$ 11.50
Initial Public Offering | Anchor Investor
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit	10
Share price per unit	$ 0.009
Number of shares issued	600,000
Purchase of shares	9,108,000
Initial Public Offering | Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 3,040,000
Price of warrants	$ 1
Aggregate purchase price	$ 3,040,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	3,040,000
Price of warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 3,040,000
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Price of warrants	$ 1
Aggregate purchase price	$ 3,040,000
Private Placement | Private Placement Warrants | Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,200,000	1,200,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	Mar. 31, 2022 USD ($) shares
Federal depository insurance coverage | $	$ 250,000
Class B Ordinary shares
Number Of Shares Subject To Forfeiture | shares	300,000

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		3 Months Ended
	May 13, 2022	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Exercise price of warrants		$ 11.50
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Threshold ( in days, months, years )	30 days
Public Warrants expiration term		30 days
Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	1
Public Warrants expiration term	5 years
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	9,200,000
Purchase price, per unit	$ 10
Number of rights in a unit	one
Number of common shares unit	0.10
Exercise price of warrants	$ 11.50
Initial Public Offering | Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Common shares, par value, (per share)	$ 0.0001
Initial Public Offering | Public Warrants | Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,200,000	1,200,000

Private Placement (Details)

Private Placement (Details) - USD ($)	May 13, 2022	Mar. 31, 2022
Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant		$ 11.50
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants	$ 1
Aggregate purchase price	$ 3,040,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Price of warrants	$ 1
Aggregate purchase price	$ 3,040,000
Private Placement | Private Placement Warrants | Class A Ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)				1 Months Ended
	May 13, 2022	May 10, 2022	Oct. 28, 2021	Oct. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Consideration of Shares Surrendered for Cancellation		$ 0
Class B Ordinary shares
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share)					$ 0.0001	$ 0.0001
Common shares, shares outstanding		2,300,000			2,300,000	2,300,000
Sponsor | Class B Ordinary shares
Related Party Transaction [Line Items]
Stock Transferred To Others During Period, Shares				25,000
Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture					300,000
Shares are no longer subject to forfeiture					300,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price				$ 25,000
Price per share				$ 0.009
Consideration of Shares Surrendered for Cancellation		$ 0
Founder Shares | Sponsor | Subsequent Events.
Related Party Transaction [Line Items]
Number of shares surrendered		575,000
Consideration of Shares Surrendered for Cancellation		$ 0
Founder Shares | Sponsor | Board of Directors, Nominees
Related Party Transaction [Line Items]
Stock Transferred To Others During Period, Shares			25,000
Founder Shares | Sponsor | Anchor Investor | Subsequent Events.
Related Party Transaction [Line Items]
Stock Transferred To Others During Period, Shares	60,000
Founder Shares | Sponsor | Ten Anchor Investors | Subsequent Events.
Related Party Transaction [Line Items]
Stock Transferred To Others During Period, Shares	600,000
Founder Shares | Sponsor | Class B Ordinary shares
Related Party Transaction [Line Items]
Number of shares issued				2,875,000
Common shares, par value (in dollars per share)				$ 0.0001

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended	12 Months Ended
	May 16, 2022	Dec. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Promissory note - related party		$ 80,000	$ 324,000	$ 80,000
Amounts payable on administrative expenses			0	0
Subsequent Events
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 354,100
Promissory Note With Related Party | Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			400,000
Promissory note - related party		80,000	324,000	80,000
Promissory Note With Related Party | Sponsor | Subsequent Events
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 354,100
Working Capital Loans
Related Party Transaction [Line Items]
Outstanding balance		0	0	$ 0
Working Capital Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Maximum loans convertible into warrants			$ 1,500,000
Price of warrant			$ 1
Administrative Support Agreement | Sponsor
Related Party Transaction [Line Items]
Expenses per month			$ 10,000
Months to complete business acquisition			12 months
Expenses incurred		$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	May 13, 2022	Mar. 31, 2022
Commitments and Contingencies [Line items]
Cash underwriting discount per unit		$ 0.10
Payment of underwriter discount		$ 920
Deferred Fee Per Unit		$ 0.40
Deferred underwriting fee payable		$ 3,680
Over-allotment option
Commitments and Contingencies [Line items]
Underwriting option period		45 days
Number of units issued	1,200,000	1,200,000
Underwriter | Class A Ordinary shares
Commitments and Contingencies [Line items]
Number of shares issued		138,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)		3 Months Ended
	May 10, 2022 shares	Mar. 31, 2022 Vote $ / shares shares	May 13, 2022 $ / shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Shares hold by Directors and Sponsors	2,300,000
Class B common stock shares subject to forfeiture	300,000
Percentage of founder shares	20%
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Founder Shares
Class of Stock [Line Items]
Underwriter shares exercised	300,000
Sponsor
Class of Stock [Line Items]
Surrender of founder shares	575,000
Class A Ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		100,000,000		100,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		0		0
Common shares, shares outstanding (in shares)		0		0
Class A Ordinary shares | Initial Public Offering
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Class B Ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		10,000,000		10,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		2,300,000		2,300,000
Common shares, shares outstanding (in shares)	2,300,000	2,300,000		2,300,000
Class B Ordinary shares | Initial Public Offering
Class of Stock [Line Items]
Common shares, shares issued (in shares)		2,875,000

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022 D $ / shares shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 shares	May 13, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	0		0
Issue price per share		$ 9.20
Class A Ordinary shares
Class of Warrant or Right [Line Items]
Issue price per share		$ 9.20
Exercise price of warrants	$ 11.50
Rights receive by each holder | shares	0.1		0.1
Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term				5 years
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold consecutive trading days for redemption of public warrants | D	30
Percentage of gross proceeds on total equity proceeds	60
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30

Stock-based Compensation (Detai

Stock-based Compensation (Details) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 31, 2021	Mar. 31, 2022
Compensation expense		$ 0
Sponsor | Class B Ordinary shares
Number of shares transferred (in shares)	25,000
Founder Shares
Fair Value Of The Founder Shares On The Grant Date		$ 0.87
Share-based Payment Arrangement Cost Not yet Recognized, Amount		$ 65,000
Share-based Payment Arrangement Nonvested Award, Cost Not yet Recognized, Amount		$ 65,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 16, 2022	May 10, 2022	May 13, 2022	Mar. 31, 2022
Subsequent Event [Line Items]
Number of Surrender Founder Shares		575,000
Consideration of Shares Surrendered for Cancellation		$ 0
Founder Shares | Sponsor
Subsequent Event [Line Items]
Consideration of Shares Surrendered for Cancellation		$ 0
Class B Ordinary shares
Subsequent Event [Line Items]
Number Of Shares Subject To Forfeiture				300,000
Subsequent Events
Subsequent Event [Line Items]
Repayments of Related Party Debt	$ 354,100
Additional Borrowing			$ 30,100
Subsequent Events | Founder Shares | Sponsor
Subsequent Event [Line Items]
Number of Surrender Founder Shares		575,000
Consideration of Shares Surrendered for Cancellation		$ 0
Subsequent Events | Class B Ordinary shares
Subsequent Event [Line Items]
Number of Surrender Founder Shares		2,300,000
Over-allotment option
Subsequent Event [Line Items]
Number Of Shares Subject To Forfeiture				300,000
Over-allotment option | Subsequent Events
Subsequent Event [Line Items]
Number Of Shares Subject To Forfeiture		300,000