G3 VRM Acquisition (GGGV) 10-K25 Mar 222021 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	10 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Mar. 21, 2022	Jun. 30, 2021
Schedule of Capitalization, Equity [Line Items]
Entity Central Index Key	0001856519
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-40565
Entity Registrant Name	G3 VRM ACQUISITION CORP.
Entity Incorporation State or Country Code	DE
Entity Tax Identification Number	85-2202109
Entity Address, Address Line One	420 Boylston Street, Suite 302
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	531-9911
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 0
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas
Auditor Firm Id	206
Common Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Common stock subject to possible redemption	10,626,000	10,626,000
Entity Common Stock, Shares Outstanding		11,301,670
Common Class B [Member]
Schedule of Capitalization, Equity [Line Items]
Entity Common Stock, Shares Outstanding		2,656,500
Rights [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Rights
Trading Symbol	GGGVR
Name of Exchange on which Security is Registered	NASDAQ
Common Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	GGGV
Name of Exchange on which Security is Registered	NASDAQ
Units [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Units
Trading Symbol	GGGVU
Name of Exchange on which Security is Registered	NASDAQ

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 921,706
Prepaid expenses	264,074
Total current assets	1,185,780
Marketable Securities held in trust account	107,857,461
Total assets	109,043,241
Current liabilities:
Accounts Payable	11,308
Total current liabilities	11,308
Deferred underwriting fee payable	3,719,100
Total non-current liabilities	3,719,100
Total liabilities	3,730,408
COMMITMENTS AND CONTINGENCIES
Mezzanine Equity:
Class A Common stock subject to possible redemption, 10,626,000 shares outstanding common stock at redemption value of $10.15 per share	107,853,900
Stockholders' deficit:
Preferred stock; $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding
Additional paid-in capital	(2,074,704)
Accumulated deficit	(466,697)
Total stockholders' deficit	(2,541,067)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	109,043,241
Common Class A [Member]
Stockholders' deficit:
Common stock	68
Common Class B [Member]
Stockholders' deficit:
Common stock	$ 266

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - $ / shares	Mar. 21, 2022	Dec. 31, 2021	Jul. 06, 2021	Mar. 09, 2021
Preferred stock, par value per share		$ 0.0001
Preferred stock, shares authorized		1,000,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Common Class A [Member]
Common Stock, par value per share		$ 0.0001	$ 0.0001
Common Stock, shares authorized		100,000,000
Redemption value per share		$ 10.15	$ 10.15
Common Stock, shares outstanding		675,670
Common stock subject to possible redemption	10,626,000	10,626,000
Common Class B [Member]
Common Stock, par value per share		$ 0.0001
Common Stock, shares authorized		20,000,000
Common Stock, shares issued		2,656,500		2,875,000
Common Stock, shares outstanding		2,656,500

Statement of Operations

Statement of Operations	10 Months Ended
Statement of Operations	Dec. 31, 2021USD ($)$ / sharesshares
Expenses:
Formation and offering costs	$ 470,258
Loss from operations	(470,258)
Other income
Interest income	3,561
Total other income	3,561
Net Loss	$ (466,697)
Common Class A [Member]
Other income
Weighted average shares outstanding \| shares	6,386,341
Net loss per common share - basic and diluted \| $ / shares	$ (0.05)
Common Class B [Member]
Other income
Weighted average shares outstanding \| shares	2,504,700
Net loss per common share - basic and diluted \| $ / shares	$ (0.05)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Deficit) - 10 months ended Dec. 31, 2021 - USD ($)	Common Class A [Member]	Common Class B [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Total
Beginning balance at Feb. 18, 2021
Beginning balance, shares at Feb. 18, 2021
Issuance of Class B common stock to Sponsors		$ 288	24,712		25,000
Issuance of Class B common stock to Sponsors, shares		2,875,000
Issuance of common stock from Initial Public Offering	$ 1,062		106,258,938		106,260,000
Issuance of common stock from Initial Public Offering, shares	10,626,000
Issuance of Representative Shares	$ 11		(11)
Issuance of Representative Shares, shares	106,260
Issuance of Private Placement units	$ 57		5,694,043		5,694,100
Issuance of Private Placement units, Shares	569,410
Initial Public Offering Costs			(6,199,570)		(6,199,570)
Forfeiture of Class B common stock by sponsor		$ (22)	22
Forfeiture of Class B common stock by sponsor, shares		(218,500)
Class A common stock subject to possible redemption	$ (1,062)		(107,852,838)		(107,853,900)
Class A common stock subject to possible redemption, shares	(10,626,000)
Net loss				(466,697)	(466,697)
Ending balance at Dec. 31, 2021	$ 68	$ 266	$ (2,074,704)	$ (466,697)	$ (2,541,067)
Ending balance, shares at Dec. 31, 2021	675,670	2,656,500

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
Statement of Cash Flows	Dec. 31, 2021USD ($)
Cash flow from operating activities:
Net loss	$ (466,697)
Changes in operating assets and liabilities:
Prepaid expenses	(259,246)
Accounts payable	11,308
Net cash used in operating activities	(714,635)
Cash flow from investing activities:
Marketable securities held in trust	(107,857,461)
Net cash used in investing activities	(107,857,461)
Cash flow from financing activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Advances from Sponsor	600
Repayment of advances from Sponsor	(268,309)
Proceeds from initial public offering, net of underwriter's fees	106,260,000
Proceeds from private placement offering	5,694,100
Payment of offering costs	(2,217,589)
Net cash provided by financing activities	109,493,802
Net change in cash	921,706
Cash at beginning of period
Cash at end of period	921,706
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash transactions
Deferred underwriting fee payable	3,719,100
Value of Class A common stock subject to possible redemption	107,853,900
Deferred offering costs and prepaid expenses included in Related Party Payable	$ 267,709

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	10 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: G3 VRM Acquisition Corp. (the “Company”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company will focus initially on transactions with companies and/or assets within the technology industry, specifically within software, technology-enabled and business services sector, and related sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States. Financing As of December 31, 2021, the Company had not commenced any revenue-generating operations. All activities through December 31, 2021 relate to the Company’s formation, the initial public offering (“Initial Public Offering”) of units at $10.00 per unit (each, a “Unit” and collectively, the “Units”) described below, and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of the 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. The registration statement for the Company’s IPO (as described in Note 3) was declared effective on June 30, 2021. On July 6, 2021 the Company consummated the IPO consisting of 10,626,000 Units, including 626,000 Units pursuant to the partial exercise of the underwriter’s over-allotment option described below. Simultaneously with the IPO, the Company completed the sale of 569,410 units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to G3 VRM Holdings LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”) and Maxim Group LLC (“Maxim”) and their designees, that closed simultaneously with the Initial Public Offering. Each Unit consists of one share of Class A common stock, and one right to receive one-tenth (1/10) of one share of Class A common stock upon consummation of our 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 Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating the Business Combination. Of the Class A common stock sold, 10,626,000 shares are subject to redemption at $10.15 per share. On July 6, 2021, the Company issued Maxim, as representative of the underwriters in the IPO, and/or its designees, 106,260 shares of Series A common stock. The Company estimated the fair value of the stock to be $1,000 based on the price of the Founder Shares issued to the Sponsor. The stock was treated as underwriters’ compensation and charged directly to stockholders’ equity. Trust Account Offering will be held in a trust account (“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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of: (a) the completion of the Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. F-7 Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined above) (net of taxes payable) at the time of the signing an agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect the Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per 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). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with the Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of the 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. The Company will have 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing) to consummate the Business Combination (the “Combination Period”). However, if the Company is unable to complete the Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in this registration statement of which this filing forms a part, and then seek to dissolve and liquidate. The Sponsor, officers, and directors have agreed: (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the Business Combination within the Combination Period. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement, or business-combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2021, the Company had cash outside the Trust Account of $921,706 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Class A shares. As of December 31, 2021, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 5), advances from the Sponsor in an aggregate amount of $268,309 under an unsecured promissory note, which were repaid upon the IPO (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account. F-8 In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the issuance date of these financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	10 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 The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. F-9 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 did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in the Trust Account As of December 31, 2021, the $107,857,461 held in the Trust Account were money market funds that invest in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury (See Note 6). Class A Common Stock Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A common stock ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, a total of 10,626,000 Class A ordinary shares subject to possible redemption are presented at redemption value of $10.15 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 with a corresponding offset to accumulated deficit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s provision for income taxes for the period from February 19, 2021 (Inception) through December 31, 2021 was determined to be de minimus. Net Loss Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net loss allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net loss allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. F-10 For The Period from February 19, 2021 (Inception) Through December 31, 2021 Class A common stock Numerator: net loss allocable to non-redeemable Class A common shares $ (334,220 ) Denominator: weighted average number of Class A common shares 6,386,341 Basic and diluted net income per Class A common share $ (0.05 ) Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock $ (132,477 ) Denominator: weighted average number of non-redeemable Class B common shares 2,504,700 Basic and diluted net loss per non-redeemable Class B common shares $ (0.05 ) 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.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	10 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On July 6, 2021, the Company consummated the Initial Public Offering of 10,626,000 Units, including 626,000 Units pursuant to the partial exercise of the underwriter’s over-allotment option described below. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one right (“Right”) to receive one-tenth (1/10) of a share of Class A common stock upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $106,260,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, the unexercised portion of the over-allotment option expired. As of July 6, 2021, a total of $107,853,900 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders. The Company incurred a total of $6,199,570 of offering costs, including $3,719,100 of deferred underwriting payable, $2,217,589 paid by the Company including underwriter fees, and $262,881 of offering costs paid by the Sponsor on the Company’s behalf and reimbursed by the Company following the IPO.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	10 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneous with the closing of the Initial Public Offering on July 6, 2021, the Sponsor and Maxim and their designees purchased an aggregate of 569,410 units, of which Maxim and/or its designees have purchased 53,130 private placement units, at a price of $10.00 per unit, for an aggregate purchase price of $5,694,100. The Private Placement Units are identical to the units sold in the Initial Public Offering, except that the Private Placement Units (and the underlying securities), so long as they are held by the Sponsor, Maxim or their permitted transferees: (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Business Combination; and (ii) will be entitled to registration rights. The Company’s Sponsor has agreed: (i) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a business combination, as described in more detail in this filing). In addition, the Company’s Sponsor has agreed to vote any founder shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	10 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Related Party Payables On April 12, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. Through July 6, 2021, the Company had drawn down an aggregate of $268,309 of the funds available to it under the promissory note with the Sponsor, with $600 of cash transferred to the Company, and $267,709 being expenses paid on behalf of the Company by the Sponsor. The outstanding balance under the promissory note was repaid at the closing of the Initial Public Offering on July 6, 2021 out of the offering proceeds not held in the Trust Account, and the promissory note was terminated. Related Party Loans In order to 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"). Such Working Capital Loans would be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. Such units would be identical to the private placement units. 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. As of December 31, 2021, there were no Working Capital Loans outstanding. Related Party Extension Loans The Company will have until 12 months from the closing of the Initial Public Offering to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company will, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months up to twice (for a total of 18 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the Initial Public Offering, in order to extend the time available for the Company to consummate a Business Combination for an additional three months, the Sponsor or its affiliates or designees must deposit into the trust account $1,000,000, or up to $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the deadline. The Company will only be able to extend the period of time to consummate a Business Combination by an additional three months twice (for a total of six months). Each such payment would be made in the form of a loan. Such loan will be non-interest bearing and payable upon the consummation of the Company’s Business Combination. If the Company completes a Business Combination, the Company would repay such loaned amount out of the proceeds of the trust account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loan out of the funds held in the trust account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are obligated to fund the trust account in order to extend the time for the Company to complete a Business Combination, but the Sponsor is not obligated to extend such time. Founder Shares On March 9, 2021, the Company issued 2,875,000 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.0087 per share, in connection with formation, and later transferred a total of 210,000 founder shares to our officers and directors leaving our Sponsor with 2,665,000 founder shares. On August 14, 2021, the Sponsor forfeited, and the Company cancelled, an aggregated of 218,500 founder shares upon expiration of the unexercised portion of the over-allotment option. The holders of the founder shares have agreed not to transfer, assign or sell the founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 60 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. F-12 Administrative Service Fee Upon closing of the Initial Public Offering, the Company commenced paying the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the period from February 19, 2021 (inception) through December 31, 2021, the Company paid a total of $60,000 under this arrangement.

COMMITMENTS AND REGISTRATION RI

COMMITMENTS AND REGISTRATION RIGHTS	10 Months Ended
COMMITMENTS AND REGISTRATION RIGHTS	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND REGISTRATION RIGHTS	NOTE 6 — COMMITMENTS AND REGISTRATION RIGHTS The holders of the founder shares, Private Placement Units, units that may be issued upon conversion of working capital loans (including in each case the underlying securities) and the representative shares will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion. Underwriters Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any. The option was exercised with respect to 626,000 units at the time of the closing of the IPO, and the remaining unexercised portion expired. The underwriters were paid an underwriting discount of $0.19 per Unit, or $2,018,940 in the aggregate upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $3,719,100 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company issued Maxim, as representative of the underwriters in the IPO, and/or its designees, 106,260 shares of Series A common stock. The stock was treated as underwriters’ compensation and charged directly to stockholders’ equity. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the Initial Public Offering and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, equity-linked, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial Public Offering. Representative Shares On July 6, 2021, the Company issued Maxim and/or its designees, 106,260 shares of Series A common stock. The Company estimated the fair value of the stock to be $1,000 based on the price of the Founder Shares issued to the Sponsor. The stock was treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in the prospectus for the Initial Public Offering). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement with respect to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Company’s registration statement, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following the effective date of the Company’s initial registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	10 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Company’s registration statement and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the private placement shares and representative shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates, or certain of officers and directors upon conversion of working capital loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Rights Pursuant to the rights agreement, a rights holder may exchange rights only for a whole number of shares of Class A common stock. This means that the Company will not issue fractional shares in connection with an exchange of rights and rights may be exchanged only in multiples of 10 rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. F-14 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 Public Rights will not receive any such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	10 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 107,857,461

INCOME TAXES

INCOME TAXES	10 Months Ended
INCOME TAXES	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company’s net deferred tax assets are as follows: As of December 31, 2021 Deferred tax asset Net operating loss carryforward $ 98,000 Valuation allowance (98,000 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Period from February 19, 2021 (Inception) through December 31, 2021 Federal Current $ — Deferred — State Current $ — Deferred — Change in valuation allowance — Income tax provision $ — F-15 As of December 31, 2021, the Company had a U.S. federal net operating loss carryover of approximately $98,000 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 period from February 19, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $98,000. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Period from February 19, 2021 (Inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in valuation allowance (21.0 )% Income tax provision 0.0 % 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	10 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	10 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 did not have any cash equivalents as of December 31, 2021.
Marketable Securities Held in the Trust Account	Marketable Securities Held in the Trust Account As of December 31, 2021, the $107,857,461 held in the Trust Account were money market funds that invest in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury (See Note 6).
Class A Common Stock Ordinary Shares Subject to Possible Redemption	Class A Common Stock Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A common stock ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, a total of 10,626,000 Class A ordinary shares subject to possible redemption are presented at redemption value of $10.15 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 with a corresponding offset to accumulated deficit.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s provision for income taxes for the period from February 19, 2021 (Inception) through December 31, 2021 was determined to be de minimus.
Net Loss Per Common Share	Net Loss Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net loss allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net loss allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. F-10 For The Period from February 19, 2021 (Inception) Through December 31, 2021 Class A common stock Numerator: net loss allocable to non-redeemable Class A common shares $ (334,220 ) Denominator: weighted average number of Class A common shares 6,386,341 Basic and diluted net income per Class A common share $ (0.05 ) Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock $ (132,477 ) Denominator: weighted average number of non-redeemable Class B common shares 2,504,700 Basic and diluted net loss per non-redeemable Class B common shares $ (0.05 )
Recent Accounting Pronouncements	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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	10 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Net Loss Per Common Stock Basic And Diluted	Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net loss allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net loss allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. F-10 For The Period from February 19, 2021 (Inception) Through December 31, 2021 Class A common stock Numerator: net loss allocable to non-redeemable Class A common shares $ (334,220 ) Denominator: weighted average number of Class A common shares 6,386,341 Basic and diluted net income per Class A common share $ (0.05 ) Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock $ (132,477 ) Denominator: weighted average number of non-redeemable Class B common shares 2,504,700 Basic and diluted net loss per non-redeemable Class B common shares $ (0.05 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	10 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Schedule of Assets Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 107,857,461

INCOME TAXES (Tables)

INCOME TAXES (Tables)	10 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	The Company’s net deferred tax assets are as follows: As of December 31, 2021 Deferred tax asset Net operating loss carryforward $ 98,000 Valuation allowance (98,000 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	The income tax provision consists of the following: Period from February 19, 2021 (Inception) through December 31, 2021 Federal Current $ — Deferred — State Current $ — Deferred — Change in valuation allowance — Income tax provision $ —
Schedule of federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Period from February 19, 2021 (Inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in valuation allowance (21.0 )% Income tax provision 0.0 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Jul. 06, 2021	Dec. 31, 2021
Percentage in balance of trust account		80.00%
Representative Shares issued, value		$ 25,000
Dissolution expenses		100,000
Net tangible assets		5,000,001
Cash available for working capital		921,706
Proceeds from sale of founder shares		25,000
Advances from Sponsor		$ 268,309
Maxim and designees [Member]
Number of shares issue	106,260
Common Class A [Member]
Share price per units		$ 12
Redemption value per share	$ 10.15	10.15
Series A Commn Stock [Member] \| Maxim and designees [Member]
Representative Shares issued, value	$ 1,000
Initial Public Offering [Member]
Initial public offering shares	10,626,000
Share price per units	$ 10	$ 10
Percentage of obligation to redeem public shares		100.00%
Over-Allotment Option [Member]
Initial public offering shares	626,000
Private Placement [Member]
Initial public offering shares	569,410
Private Placement [Member] \| G3 VRM Holdings LLC [Member]
Share price per units	$ 10
Number of shares issue	569,410

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 21, 2022	Dec. 31, 2021	Jul. 06, 2021
Marketable securities held in trust		$ 107,857,461
Common Class A [Member]
Common stock subject to possible redemption	10,626,000	10,626,000
Redemption value per share		$ 10.15	$ 10.15

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Loss Per Common Stock Basic And Diluted) (Details)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Non-redeemable Class A common shares [Member]
Numerator: net loss allocable to non-redeemable	$ (334,220)
Denominator: weighted average number of non-redeemable \| shares	6,386,341
Basic and diluted net income per non-redeemable	$ (0.05)
Non-redeemable Class B common shares [Member]
Numerator: net loss allocable to non-redeemable	$ (132,477)
Denominator: weighted average number of non-redeemable \| shares	2,504,700
Basic and diluted net income per non-redeemable	$ (0.05)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Jul. 06, 2021	Dec. 31, 2021	Mar. 09, 2021
Gross proceeds from initial public offering		$ 106,260,000
Offering cost		$ 2,217,589
Sponsor [Member]
Initial public offering per share (in Dollars)			$ 0.0087
Common Class A [Member]
Initial public offering per share (in Dollars)		$ 12
Common Stock, Par or Stated Value Per Share	$ 0.0001	0.0001
Initial Public Offering [Member]
Initial public offering shares	10,626,000
Initial public offering per share (in Dollars)	$ 10	$ 10
Gross proceeds from initial public offering	$ 106,260,000
Offering cost	6,199,570
Deferred underwriting payable	3,719,100
Expense paid including underwriter fees	2,217,589
Initial Public Offering [Member] \| Sponsor [Member]
Offering cost	$ 262,881
Over-Allotment Option [Member]
Initial public offering shares	626,000
Additional Units [Member]
Initial public offering shares	1,500,000
Gross proceeds from initial public offering	$ 107,853,900

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jul. 06, 2021	Dec. 31, 2021
Aggregate purchase price, amount		$ 5,694,100
Private Placement [Member]
Purchase Units	569,410
Stock price	$ 10
Aggregate purchase price, amount	$ 5,694,100
Private Placement [Member] \| Maxim and designees [Member]
Purchase Units	53,130

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 14, 2021	Jul. 06, 2021	Mar. 09, 2021	Dec. 31, 2021	Dec. 31, 2021	Apr. 12, 2021
Related Party Transaction [Line Items]
Aggregate purchase price, amount					$ 5,694,100
Office Space, Secretarial and Administrative services [Member]
Related Party Transaction [Line Items]
Per month amount					$ 10,000
Administrative Service Fee				$ 60,000
Common Class A [Member]
Related Party Transaction [Line Items]
Per share price				$ 12	$ 12
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Purchase Units		626,000
Sponsor [Member]
Related Party Transaction [Line Items]
Cash transferred			$ 25,000
Issuance of common stock to founder, shares (in Shares)			2,875,000
Per share price			$ 0.0087
Forfeiture of founder shares (in Shares)	218,500
Related Party Loans [Member]
Related Party Transaction [Line Items]
Purchase Units					150,000
Aggregate purchase price, amount					$ 1,000,000
Per share price				$ 10	$ 10
Related Party Loans [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Aggregate purchase price, amount					$ 1,150,000
Exercise per share					$ 0.10
Officers and Directors [Member]
Related Party Transaction [Line Items]
Issuance of common stock to founder, shares (in Shares)			210,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Issuance of common stock to founder, shares (in Shares)			2,665,000
Unsecured promissory note [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Principal amount				$ 268,309	$ 268,309	$ 300,000
Cash transferred					600
Related party cost					$ 267,709

COMMITMENTS AND REGISTRATION _2

COMMITMENTS AND REGISTRATION RIGHTS (Details) - USD ($)	Jul. 06, 2021	Dec. 31, 2021
Representative Shares issued, value		$ 25,000
Underwriters [Member]
Aggregate purchase units (in Shares)		2,018,940
Discount per unit		$ 0.19
Additional fee per unit		$ 0.35
Aggregate purchase additional units (in Shares)		3,719,100
Maxim and designees [Member] \| Series A Commn Stock [Member]
Number of shares issue	106,260
Representative Shares issued, value	$ 1,000
Over-Allotment Option [Member]
Aggregate purchase units (in Shares)		1,500,000
Over-Allotment Option [Member] \| Underwriters [Member]
Number of shares issue		626,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / shares	10 Months Ended
STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 2021	Mar. 21, 2022	Jul. 06, 2021	Mar. 09, 2021
Class of Stock [Line Items]
Preference shares, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares outstanding	675,670
Shares outstanding	11,301,670
Common stock subject to possible redemption	10,626,000	10,626,000
Redemption value per share	$ 10.15		$ 10.15
Common Class A [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Share price (in dollars per share)	$ 12
Number of trading days	30 days
Trading day threshold period	60 days
Ownership interest, as converted percentage	20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares issued	2,656,500			2,875,000
Common stock, shares outstanding	2,656,500
Common Class B [Member] \| Founder Shares [Member] \| Officers and Directors [Member]
Class of Stock [Line Items]
Common stock, shares issued				210,000
Common Class B [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0087
Common stock, shares issued				25,000
Common Class B [Member] \| Sponsor [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Common stock, shares issued				2,665,000

FAIR VALUE MEASUREMENTS (Schedu

FAIR VALUE MEASUREMENTS (Schedule of Assets Measured at Fair Value on Recurring Basis) (Details)	Dec. 31, 2021USD ($)
Assets:
Marketable securities held in Trust Account	$ 107,857,461
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 107,857,461

INCOME TAXES (Details)

INCOME TAXES (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 98,000
Valuation allowance	$ (98,000)

INCOME TAXES (Schedule of defer

INCOME TAXES (Schedule of deferred tax assets) (Details)	Dec. 31, 2021USD ($)
Deferred tax asset
Net operating loss carryforward	$ 98,000
Valuation allowance	(98,000)
Deferred tax asset, net of allowance

INCOME TAXES (Schedule of incom

INCOME TAXES (Schedule of income tax provision) (Details)	10 Months Ended
INCOME TAXES (Schedule of income tax provision) (Details)	Dec. 31, 2021USD ($)
Federal
Current
Deferred
State
Current
Deferred
Change in valuation allowance
Income tax provision

INCOME TAXES (Schedule of feder

INCOME TAXES (Schedule of federal income tax rate) (Details)	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
Change in valuation allowance	(21.00%)
Income tax provision	0.00%