Good Works II Acquisition (GWIIW) 10-K17 Feb 222021 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2021	Feb. 17, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	GOOD WORKS II ACQUISITION CORP.
Trading Symbol	GWII
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		29,400,000
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001850487
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40585
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2899919
Entity Address, Address Line One	4265 San Felipe
Entity Address, Address Line Two	Suite 603
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	(713)
Local Phone Number	468-2717
Title of 12(b) Security	Common Stock, par value $.001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	298
Auditor Name	Ham, Langston & Brezina, llp
Auditor Location	Houston, TX

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
ASSETS
Cash	$ 1,335,598	$ 3,000
Prepaid expenses and other	820,787
Total Current Assets	2,156,385	3,000
Cash and securities held in Trust Account	230,036,932
Total Assets	232,193,317	3,000
Current liabilities
Accrued Expenses	150,719	2,450
Total Current Liabilities	150,719	2,450
Commitments and Contingencies
Common stock subject to possible redemption, 23,000,000 shares at December 31, 2021, at redemption value	230,000,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,400,000 issued and outstanding shares on December 31, 2021 (excluding 23,000,000 shares subject to possible redemption) and 3,800,000 issued and outstanding shares on December 31, 2020	640	380
Additional paid-in capital	2,546,017	2,620
Accumulated deficit	(504,059)	(2,450)
Total Stockholders’ Equity	2,042,598	550
Total Liabilities and Stockholders’ Equity	$ 232,193,317	$ 3,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock possible redemption, shares (in Dollars per share)	$ 23,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,400,000	3,800,000
Common stock, shares outstanding	6,400,000	3,800,000

Statements of Operations

Statements of Operations - USD ($)	5 Months Ended	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
Formation and operating costs	$ 2,450	$ 538,542
Loss from Operations	(2,450)	(538,542)
Other income (expense)
Interest income		36,932
Total other income (expense)		36,932
Net Loss	$ (2,450)	$ (501,609)
Basic and diluted weighted average redeemable common shares outstanding (in Shares)		10,775,342
Basic and diluted net income per redeemable common share (in Dollars per share)		$ 0.1
Basic and diluted weighted average non-redeemable common shares outstanding (in Shares)	3,056,962	5,884,240
Basic and diluted net loss per non-redeemable common share (in Dollars per share)	$ 0	$ (0.27)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jul. 26, 2020
Balance (in Shares) at Jul. 26, 2020
Issuance of common stock to Founder	$ 380	2,620		3,000
Issuance of common stock to Founder (in Shares)	3,800,000
Net loss			(2,450)	(2,450)
Balance at Dec. 31, 2020	$ 380	2,620	(2,450)	550
Balance (in Shares) at Dec. 31, 2020	3,800,000
Issuance of common stock to Management	$ 195	5,805		6,000
Issuance of common stock to Management (in Shares)	1,950,000
Cancellation of common stock by Founder	$ (117)	(804)		(921)
Cancellation of common stock by Founder (in Shares)	(1,166,666)
Issuance of common stock to Anchor Investors	$ 117	804		921
Issuance of common stock to Anchor Investors (in Shares)	1,166,666
Issuance of common stock to Directors	$ 24	165		189
Issuance of common stock to Directors (in Shares)	240,000
Cancellation of common stock by Founder	$ (24)	(165)		(189)
Cancellation of common stock by Founder (in Shares)	(240,000)
Issuance of common stock in private placement	$ 35	3,499,965		3,500,000
Issuance of common stock in private placement (in Shares)	350,000
Issuance of common stock to underwriter as compensation	$ 30	2,999,970		3,000,000
Issuance of common stock to underwriter as compensation (in Shares)	300,000
Accretion of common stock subject to redemption		(3,962,343)		(3,962,343)
Net loss			(501,609)	(301,855)
Balance at Dec. 31, 2021	$ 640	$ 2,546,017	$ (504,059)	$ 2,042,598
Balance (in Shares) at Dec. 31, 2021	6,400,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	5 Months Ended	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net Loss	$ (2,450)	$ (501,609)
Changes in operating assets and liabilities:
Prepaid and other		(820,787)
Accrued expenses	2,450	148,269
Net cash used in operating activities		(1,174,127)
Cash Flows from Investing Activities:
Investments Held in Trust Account		(230,036,932)
Net cash used by investing activities		(230,036,932)
Cash Flows from Financing Activities:
Proceeds from sale of common stock	3,000	6,000
Proceeds from affiliate promissory note		150,000
Proceeds from sale of units		230,000,000
Proceeds from sale of private placement units		3,500,000
Payment of offering costs		(962,343)
Repayment of affiliate promissory note		(150,000)
Net cash provided by financing activities	3,000	232,543,657
Net change in cash	3,000	1,332,598
Cash at beginning of period		3,000
Cash at end of period	3,000	1,335,598
Non-Cash financing activities:
Issuance of common stock to underwriters for offering costs		$ 3,000,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Organization and General Good Works II Acquisition Corp. (the “Company”) was incorporated in Delaware on July 27, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company has not commenced operations. All activity for the period from July 27, 2020 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering” or “IPO”) and activities in connection with the search for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (defined below). The Company has selected December 31 as its fiscal year end. Initial Public Offering On July 14, 2021, the Company completed the sale of 23,000,000 units (the “Units”, with respect to the shares of common stock included in the Units being offered, the “Public Shares” and with respect to the holders of those shares, “Public Stockholders”) at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 350,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $3,500,000, which is described in Note 4. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, 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 a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target 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”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the 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 U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Securities, Inc.(“I-Bankers Securities”), the representative of the underwriters for the Company’s Public Offering, and the Company’s management and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination 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, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Private Shares held in connection with the completion of a Business Combination, and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Shares if the Company fails to consummate a Business Combination. The Company has 15 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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 the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In order to protect the amounts held in the Trust Account, 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 $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $1.3 million in its operating bank account and working capital of approximately $2.0 million. The Company’s liquidity needs up to the Initial Public Offering were satisfied through a payment from the Sponsor for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $150,000 to cover certain offering costs prior to the consummation of the IPO. The promissory note was fully repaid as of July 14, 2021. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the private placement held outside of the Trust Account. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company incurred, and expects to continue to incur, additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until October 14, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 14, 2022. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our 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, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,335,598 and $3,000 as of December 31, 2021 and December 31, 2020, respectively. Cash Held in Trust Account At December 31, 2021, the assets held in the Trust Account consisted of cash equivalents in the amount of $230,036,932. Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs in the aggregate of $3,962,343 have been charged to stockholders’ equity (consisting of $600,000 in underwriters’ discount, $362,343 of direct and incremental fees related to the IPO and $3,000,000 related to the fair value for the 300,000 representative shares issued to I-Bankers). Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” 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 a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. During the year ended December 31, 2021, the Company recorded an accretion of $3,962,343 in additional paid-in capital. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was zero for the year ended December 31, 2021 and the period from July 27, 2020 (inception) through December 31, 2020 and the deferred tax asset was zero as of December 31, 2021 and December 31, 2020. Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 65% for the public shares and 35% for the non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights. For the period ending December 31, 2020, there were no redeemable shares outstanding as a result the two-class method of income per share was not applicable. The earnings per share presented in the statement of operations is based on the following: For the Net loss subject to possible redemption $ (501,609 ) Accretion of temporary equity to redemption value (3,962,343 ) Net loss including accretion of temporary equity to redemption value $ (4,463,952 ) For the year ended Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ (2,887,264 ) $ (1,576,688 ) Accretion of temporary equity to redemption value 3,962,343 - Allocation of net income (loss) $ 1,075,079 $ (1,576,688 ) Denominator: Weighted-average shares outstanding 10,775,342 5,884,240 Basic and diluted net income (loss) per share $ 0.10 $ (0.27 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASCU No. 2020-06 upon its incorporation. The impact to our balance sheet, statement of operations and cash flows was not material. 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.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the IPO on July 14, 2021 the Company sold 23,000,000 Units (including 3,000,000 Units of over-allotment options that was fully exercised) at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of December 31, 2021, $230,000,000 of the IPO proceeds was held in the Trust Account plus earned interest income of $36,932 for a total of $230,036,932 held in the Trust Account

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the IPO, the Anchor Investors purchased an aggregate of 350,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $3,500,000, in a private placement. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares In September 2020, I-B Good Works II, LLC (the “Sponsor”), and the Company’s officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $3,000. In February 2021, Sponsor forfeited 512,500 Founders Shares and the certain of our officers and directors purchased 1,950,000 Founder Shares for an aggregate purchase price of approximately $6,000, or approximately $0.003 per share. In March 2021, the Sponsor forfeited an aggregate of 1,166,666 Founder Shares and our Anchor Investors purchased an aggregate of 1,166,666 shares for an aggregate purchase price of $921. In April 2021, the Sponsor forfeited an aggregate of 240,000 Founder Shares and certain of our directors purchased an aggregate of 240,000 shares for a purchase price of approximately $189. Of the Founder Shares, several of the Founders were holding an aggregate of 750,000 shares which they have agreed to contribute to a not-for-profit organization that is mutually acceptable to them and the Company’s board of directors within six months after the IPO or such shares will be forfeited and cancelled. These shares have been transferred to not-for-profit organizations within the six month period and as such are no longer subject to forfeiture or cancellation. The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans Promissory Note On February 12, 2021, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $425,000. The Promissory Note was non-interest bearing and was paid in full upon the closing of the IPO. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units are identical to the Private Units issued in the private placement. Administrative Support Agreement The Company has agreed, commencing on the Effective Date of the registration statement through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. The Company has incurred $60,000 pursuant to this agreement through December 31, 2021.

Investment Held in Trust Accoun

Investment Held in Trust Account	12 Months Ended
Investment Held in Trust Account	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investment Held in Trust Account	Note 6 – Investment Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of $932 in U.S. Money Market and $230,036,000 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on December 31, 2021 and were reinvested in U.S. Treasury Securities expiring June 30, 2022. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Gross Gross Fair Value U.S. Money Market $ 932 $ - $ - $ 932 U.S. Treasury Securities 230,036,000 - - 230,036,000 $ 230,036,932 $ - $ - $ 230,036,932

Commitments

Commitments	12 Months Ended
Commitments	Dec. 31, 2021
Commitments [Abstract]
Commitments	Note 7 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement executed prior to the effective date of IPO. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On July 14, 2021, the underwriters’ exercised their over-allotment option in full when the Company issued 23,000,000 shares in the public offering. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO (exclusive of any applicable finders’ fees which might become payable). Administrative Support Agreement Refer to Note 5 for discussion of the administrative support agreement.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 – Stockholders’ Equity Common Stock Warrants — Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Tax

Income Tax	12 Months Ended
Income Tax	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 9 – Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 92,678 $ 515 Federal net operating loss 12,660 — Total deferred tax asset 105,338 515 Valuation allowance (105,338 ) (515 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 104,823 515 State Current — — Deferred — — Change in valuation allowance (104,823 ) (515 ) Income tax provision $ — $ — As of December 31, 2021 and December 30, 2020, the Company had $60,287 and $0, respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2021 and December 31, 2020, the change in the valuation allowance was $104,823 and $515 respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 )% Income tax provision - % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. Other than as noted below, the Company identified no subsequent events as of the date that the financial statements were issued. On January 3, 2022 the Company requested to withdraw interest earned on the Trust Account in order to pay tax in line with the Trust Agreement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,335,598 and $3,000 as of December 31, 2021 and December 31, 2020, respectively.
Cash Held in Trust Account	Cash Held in Trust Account At December 31, 2021, the assets held in the Trust Account consisted of cash equivalents in the amount of $230,036,932.
Offering costs	Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs in the aggregate of $3,962,343 have been charged to stockholders’ equity (consisting of $600,000 in underwriters’ discount, $362,343 of direct and incremental fees related to the IPO and $3,000,000 related to the fair value for the 300,000 representative shares issued to I-Bankers).
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” 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 a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. During the year ended December 31, 2021, the Company recorded an accretion of $3,962,343 in additional paid-in capital.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was zero for the year ended December 31, 2021 and the period from July 27, 2020 (inception) through December 31, 2020 and the deferred tax asset was zero as of December 31, 2021 and December 31, 2020.
Net Income (loss) Per Common Stock	Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 65% for the public shares and 35% for the non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights. For the period ending December 31, 2020, there were no redeemable shares outstanding as a result the two-class method of income per share was not applicable. The earnings per share presented in the statement of operations is based on the following: For the Net loss subject to possible redemption $ (501,609 ) Accretion of temporary equity to redemption value (3,962,343 ) Net loss including accretion of temporary equity to redemption value $ (4,463,952 ) For the year ended Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ (2,887,264 ) $ (1,576,688 ) Accretion of temporary equity to redemption value 3,962,343 - Allocation of net income (loss) $ 1,075,079 $ (1,576,688 ) Denominator: Weighted-average shares outstanding 10,775,342 5,884,240 Basic and diluted net income (loss) per share $ 0.10 $ (0.27 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASCU No. 2020-06 upon its incorporation. The impact to our balance sheet, statement of operations and cash flows was not material. 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of earnings per share presented in the statement of operations	For the Net loss subject to possible redemption $ (501,609 ) Accretion of temporary equity to redemption value (3,962,343 ) Net loss including accretion of temporary equity to redemption value $ (4,463,952 ) For the year ended Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ (2,887,264 ) $ (1,576,688 ) Accretion of temporary equity to redemption value 3,962,343 - Allocation of net income (loss) $ 1,075,079 $ (1,576,688 ) Denominator: Weighted-average shares outstanding 10,775,342 5,884,240 Basic and diluted net income (loss) per share $ 0.10 $ (0.27 )

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	12 Months Ended
Investment Held in Trust Account (Tables)	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Schedule of maturity securities	Carrying Gross Gross Fair Value U.S. Money Market $ 932 $ - $ - $ 932 U.S. Treasury Securities 230,036,000 - - 230,036,000 $ 230,036,932 $ - $ - $ 230,036,932

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 92,678 $ 515 Federal net operating loss 12,660 — Total deferred tax asset 105,338 515 Valuation allowance (105,338 ) (515 ) Deferred tax asset, net of allowance $ — $ —
Schedule of income tax provision	December 31, December 31, Federal Current $ — $ — Deferred 104,823 515 State Current — — Deferred — — Change in valuation allowance (104,823 ) (515 ) Income tax provision $ — $ —
Schedule of federal income tax rate to effective tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 )% Income tax provision - %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Jul. 14, 2021	Sep. 30, 2020	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Share per units (in Dollars per share)			$ 10
Fair market value, percentage			80.00%
Public per share, percentage			50.00%
Maturity period			180 days
Net tangible assets			$ 5,000,001
Public shares percent			100.00%
Public per share (in Dollars per share)			$ 10
Operating bank account			$ 1,300,000
Working capital			$ 2,000,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	23,000,000
Share per units (in Dollars per share)	$ 10		$ 10
Generating gross proceeds	$ 230,000,000
Public per shares (in Dollars per share)	$ 10
Private Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Private Units (in Shares)			350,000
Price per private units (in Dollars per share)			$ 10
Generating gross proceeds			$ 3,500,000
Public Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public per shares (in Dollars per share)			$ 10
Expenses liquidation			$ 100,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		4,312,500
Offering costs			$ 150,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash equivalents, at carrying value	$ 1,335,598	$ 3,000
Assets held in the trust account	230,036,932
Offering costs	3,962,343
Underwriters’ discount	600,000
Direct and incremental fees	362,343
Fair value consideration	$ 3,000,000
Shares issued to I-Bankers (in Shares)	300,000
Federal depository insurance coverage	$ 250,000
Common stock subject to possible redemption (in Shares)	23,000,000
Additional paid -in capital	$ 3,962,343
Provisions for income taxes	0
Deferred tax asset	$ 0
Percentage of public shares	65.00%
Percentage of non-redeemable shares	35.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share presented in the statement of operations	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share presented in the statement of operations [Line Items]
Net loss subject to possible redemption	$ (501,609)
Accretion of temporary equity to redemption value	(3,962,343)
Net loss including accretion of temporary equity to redemption value	(4,463,952)
Redeemable Common Stock [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	(2,887,264)
Accretion of temporary equity to redemption value	3,962,343
Allocation of net income (loss)	$ 1,075,079
Denominator:
Weighted-average shares outstanding (in Shares) \| shares	10,775,342
Basic and diluted net income (loss) per share (in Dollars per share) \| $ / shares	$ 0.1
Non-Redeemable Common Stock [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	$ (1,576,688)
Accretion of temporary equity to redemption value
Allocation of net income (loss)	$ (1,576,688)
Denominator:
Weighted-average shares outstanding (in Shares) \| shares	5,884,240
Basic and diluted net income (loss) per share (in Dollars per share) \| $ / shares	$ (0.27)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jul. 14, 2021	Dec. 31, 2020	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Sale per units			$ 10
Maturity investment			180 days
Held in the trust account			$ 230,000,000
Earned interest income			36,932
Total of held in the trust account			$ 230,036,932
Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per units	$ 11.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	23,000,000
Price per units	$ 10
Sale per units	$ 10		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	3,000,000

Private Placement (Details)

Private Placement (Details)	12 Months Ended
Private Placement (Details)	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Number of units sold \| shares	350,000
Warrant, description	Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).
IPO [Member]
Private Placement (Details) [Line Items]
Private unit price \| $ / shares	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price \| $	$ 3,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended				12 Months Ended
Related Party Transactions (Details) - USD ($)	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Sep. 30, 2020	Dec. 31, 2021	Feb. 12, 2021
Related Party Transactions (Details) [Line Items]
Initial stockholders, description					(1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Executive officers amount					$ 10,000
Incurred amount					60,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase shares				4,312,500
Aggregate price				$ 3,000
Founders shares forfeited			512,500
Directors purchase shares			1,950,000
Aggregate purchase price			$ 6,000
Per share price			$ 0.003
Founders shares forfeited	240,000	1,166,666
Anchor Investors purchased shares	240,000	1,166,666
Aggregate purchase price	$ 189	$ 921
Promissory Note [Member] \| IBS Holding Corporation [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount						$ 425,000
Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Working Capital Loans					$ 1,500,000
Shares issued per share price					$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate holding shares					750,000

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details)	Dec. 31, 2021USD ($)
Investment Held in Trust Account (Details) [Line Items]
Trust account	$ 230,036,932
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Trust account	932
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Trust account	$ 230,036,000
Minimum [Member]
Investment Held in Trust Account (Details) [Line Items]
Maturity period	3 months
Maximum [Member]
Investment Held in Trust Account (Details) [Line Items]
Maturity period	1 year

Investment Held in Trust Acco_4

Investment Held in Trust Account (Details) - Schedule of maturity securities	12 Months Ended
	Dec. 31, 2021USD ($)
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	$ 230,036,932
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of December 31, 2021	230,036,932
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	932
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of December 31, 2021	932
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	230,036,000
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of December 31, 2021	$ 230,036,000

Commitments (Details)

Commitments (Details) - shares	5 Months Ended
Commitments (Details) - shares	Dec. 31, 2020	Dec. 31, 2021	Jul. 14, 2021
Commitments (Details) [Line Items]
Additional Units purchases	3,000,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Shares issued			23,000,000
Business Combination Marketing Agreement [Member] \| IPO [Member]
Commitments (Details) [Line Items]
Percentage off gross proceeds of IPO		3.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	12 Months Ended
Stockholders' Equity (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	6,400,000	3,800,000
Common shares subject to possible redemption	23,000,000
Public warrants expire year	5 years
Warrant for redemption, description	Once the warrants become exercisable, the Company may redeem the Public 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; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 60,287	$ 0
Change in the valuation allowance	$ 104,823	$ 515

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$ 92,678	$ 515
Federal net operating loss	12,660
Total deferred tax asset	105,338	515
Valuation allowance	(105,338)	(515)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal
Current
Deferred	104,823	515
State
Current
Deferred
Change in valuation allowance	(104,823)	(515)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate to effective tax rate	12 Months Ended
	Dec. 31, 2021
Schedule of federal income tax rate to effective tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in valuation allowance	(21.00%)
Income tax provision