| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements of the Company has
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Unaudited Interim Financial Statements The accompanying unaudited financial statements are presented in conformity
with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of its financial position as of March 31, 2022, and its results of operations for the three months
ended March 31, 2022. The accompanying unaudited financial statements do not contain comparative periods for the period ended March
31, 2021 since the Company had not been incepted until July 19, 2021. Certain information or footnote disclosures normally included in
unaudited financial statements prepared in accordance with U.S. GAAP have been 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. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission
(the “SEC”). These unaudited financial statements and related notes should be read in conjunction with the Company’s
audited financial statements as of and for the period from July 19, 2021 (inception) to December 31, 2021, included elsewhere herein. Emerging Growth Company We are 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 of 2002, 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 shareholder 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 statement 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 statement in conformity with U.S. GAAP
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statement 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 statement,
which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity
of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022
or December 31, 2021. Prepaid Expenses Prepaid expenses are comprised of the annual cost of website development
and hosting. Such costs consisted of an upfront payment of $5,000 as of December 31, 2021, and is amortized over the duration of the contract,
or through December 31, 2022. Deferred Offering Costs Deferred offering costs consist of professional fees, underwriting
fees, filing, regulatory and other costs incurred through the balance sheet date that are incremental and directly related to the Proposed
Public Offering. Offering costs will be allocated to the separable financial instruments issued in the Proposed Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs associated with our common stock will be charged against
the carrying value of the common stock subject to possible redemption upon the completion of the Proposed Public Offering. Should the
Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged
to operations. As of March 31, 2022 and December 31, 2021, a total of $260,687 and $89,606, respectively, in offering costs
were capitalized. Income Taxes The Company follows the asset and liability method of accounting for
income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the estimated 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 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. ASC 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 recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of March 31, 2022. 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 taxing
authorities since inception. The Company has evaluated its income tax positions and has determined
that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions
through its income tax expense. The Company has incurred losses from inception through March 31, 2022
but has no material deferred tax assets as of December 31, 2021 and March 31, 2022. The Company is subject to franchise tax filing requirements
in the State of Delaware. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations
of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage
of $250,000. As of March 31, 2022, the Company had not experienced losses on this account and management believes the Company is
not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale
of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might
be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under ASC 820, Fair Value Measurements and Disclosures Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding during the reporting period, excluding common shares subject to forfeiture by the Sponsor.
Weighted average shares were reduced for the effect of an aggregate of 225,000 common shares that are subject to forfeiture. Diluted earnings
per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased
to include additional shares from the assumed exercise of share options, if dilutive. At March 31, 2022, there are no outstanding dilutive
or potentially dilutive instruments. As a result, dilutive loss per share is the same as basic loss per share for the period presented. Recent 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. |
