0001410578-22-001471.txt : 20220513 0001410578-22-001471.hdr.sgml : 20220513 20220513161703 ACCESSION NUMBER: 0001410578-22-001471 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 48 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220513 DATE AS OF CHANGE: 20220513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mount Rainier Acquisition Corp. CENTRAL INDEX KEY: 0001854461 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-40870 FILM NUMBER: 22922948 BUSINESS ADDRESS: STREET 1: 256 WEST 38TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 12127854680 MAIL ADDRESS: STREET 1: 256 WEST 38TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 10-Q 1 rner-20220331x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from to

MOUNT RAINIER ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-40870	86-2029991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

256 W. 38th Street, 15th Floor
New York, NY 10018

(Address of Principal Executive Offices) (Zip Code)

(212) 785-4680

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant	RNERU	The Nasdaq Global Market LLC
Common Stock, par value $0.0001 per share	RNER	The Nasdaq Global Market LLC
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50	RNERW	The Nasdaq Global Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 13, 2022, there were 22,158,700 shares of common stock, $0.0001 par value, issued and outstanding.

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PART I. FINANCIAL INFORMATION		3
Item 1. Condensed Financial Statements		3
	Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	3
	Statement of Operations for the periods from January 1, 2022 through March 31, 2022 (unaudited) and February 10, 2021 (inception) through March 31, 2021 (unaudited)	4
	Statement of Changes in Stockholders’ Deficit for the periods from January 1, 2022 through March 31, 2022 (unaudited) and February 10, 2021 (inception) through March 31, 2021 (unaudited)	5
	Statement of Cash Flows for the periods from January 1, 2022 through March 31, 2022 (unaudited) and February 10, 2021 (inception) through March 31, 2021 (unaudited)	6
	Notes to Condensed Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosure about Market Risks		24
Item 4. Controls and Procedures		24

PART II. OTHER INFORMATION		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Signatures		27

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PART I. FINANCIAL INFORMATION

Mount Rainier Acquisition Corp

BALANCE SHEETS


	March 31,
	2022
	(Unaudited)		December 31, 2021
Assets:
Current assets:
Cash	$	439,327	$	799,290
Short-term prepaid insurance		310,884		310,884
Total current assets		750,211		1,110,174
Marketable securities held in Trust Account		175,970,248		175,953,520
Long-term prepaid insurance		160,127		236,783
Total assets	$	176,880,586	$	177,300,477

Liabilities and Stockholders’ Deficit:
Current liabilities:
Related party payable	$	58,000	$	28,000
Accrued expenses		21,645		67,045
Franchise tax payable		79,678		39,678
Total current liabilities		159,323		134,723
Deferred underwriting commission		6,900,000		6,900,000
Total liabilities		7,059,323		7,034,723

Commitments and Contingencies (Note 5)

Common stock subject to possible redemption; 17,250,000 shares at $10.20 per share		175,950,000		175,950,000

Stockholders’ Deficit:
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,908,700 issued and outstanding (excluding 17,250,000 shares subject to redemption)		491		491
Additional paid-in capital		—		—
Accumulated deficit		(6,129,228)		(5,684,737)
Total stockholders’ deficit		(6,128,737)		(5,684,246)
Total Liabilities and Stockholders’ Deficit	$	176,880,586	$	177,300,477

The accompanying notes are an integral part of these financial statements.

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Mount Rainier Acquisition Corp

STATEMENTS OF OPERATIONS

For the periods from January 1, 2022 through March 31, 2022 (Unaudited) and February 10, 2021 (inception) through March 31, 2021 (Unaudited)


	For the		For the
	periods from		periods from
	January 1, 2022		February 10, 2021
	through		(inception) through
	March 31, 2022		March 31, 2021

	(Unaudited)
General and administrative expenses	$	391,219	$	4,500
Administrative expenses - related party		30,000		—
Franchise tax expenses		40,000		—
Loss from operations		(461,219)		(4,500)
Other income (expenses):
Net gain from investments held in Trust Account		16,728		—
Net loss	$	(444,491)	$	(4,500)

Weighted average shares outstanding of redeemable common stock		17,250,000		—
Basic and diluted net loss per share of redeemable common stock	$	(0.02)	$	—
Weighted average shares outstanding of non-redeemable common stock (1)		4,908,700		3,750,000
Basic and diluted net loss per share of non-redeemable common stock	$	(0.02)	$	(0.00)

(1) For the period February 10, 2021 (inception) through March 31, 2021, this number excludes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For The Periods From January 1, 2022 Through March 31, 2022 (Unaudited) and February 10, 2021 (Inception) Through March 31, 2021 (Unaudited)


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	4,908,700	$	491	$	—	$	(5,684,737)	$	(5,684,246)
Net loss	—		—		—		(444,491)		(444,491)
Balance - March 31, 2022 (unaudited)	4,908,700	$	491	$	—	$	(6,129,228)	$	(6,128,737)


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – February 10, 2021 (inception)	—	$	—	$	—	$	—	$	—
Issuance of Common stock to sponsor(1)	4,312,500		431		24,569		—		25,000
Net loss	—		—		—		(4,500)		(4,500)
Balance – March 31, 2021 (unaudited)	4,312,500	$	431	$	24,569	$	(4,500)	$	20,500

(1) Includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

The accompanying notes are an integral part of these financial statements.

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Mount Rainier Acquisition Corp

STATEMENTS OF CASH FLOWS

For the Periods from January 1, 2022 through March 31, 2022 (unaudited) and February 10, 2021 (inception) through March 31, 2021 (unaudited)


	For the		For the
	Periods from		Periods from
	January 1, 2022		February 10, 2021
	through		(inception) through
	March 31, 2022		March 31, 2021

	(unaudited)
Cash Flows from Operating Activities:
Net loss	$	(444,491)	$	(4,500)
Adjustments to reconcile net loss to net cash used in operating activities:
Net gain from cash held in Trust Account		(16,728)		—
Changes in operating assets and liabilities:
Prepaid insurance		76,656		—
Related party payable		30,000		—
Accrued expenses		(45,400)		—
Accrued offering and formation costs		—		4,500
Franchise tax payable		40,000		—
Net cash used in operating activities		(359,963)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Common stock to Sponsor		—		25,000
Proceeds from note payable to related party		—		975,000
Net cash provided by financing activities		—		1,000,000

Net change in cash		(359,963)		1,000,000

Cash - beginning of the period		799,290		—
Cash - end of the period	$	439,327	$	1,000,000

Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs	$	—	$	101,000

The accompanying notes are an integral part of these financial statements.

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Note 1 — Description of Organization and Business Operations

Organization and General

Mount Rainer Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 10, 2021. The Company was formed 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 is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering described below and the search for a target business with which to consummate an initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering on October 7, 2021 (“Initial Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.

On October 7, 2021, the Company consummated the IPO of 17,250,000 units (the “Units”), including the full exercise of the over-allotment. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”) and one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to DC Rainier SPV, LLC (the “Sponsor”) and the Company’s chief executive officer and chief financial officer, generating gross proceeds to the Company of $5,962,000, which is described in Note 4. The Private Placement Units are identical to the Units sold in the IPO.

Transaction costs amounted to $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. In addition, cash of $1,545,463 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

A total of $175,950,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account at Bank of America, maintained by American Stock Transfer & Trust Company, acting as trustee (“Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Public Shares (as defined below) properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if it has not completed its initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.

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 Private Placement 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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").

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The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Common Stock sold in the Initial Public Offering (the “Public Shares”) 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 held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. 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 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 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 the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders(as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the holders of the Founder Shares (the “initial stockholders”) have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the "Combination Period") and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public

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Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 (a "Target"), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account 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 of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes and provided adequate resources to operate until the initial business combination.

The Company anticipates that the $439,327 outside of the Trust Account as of March 31, 2022, might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company plans to use the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 4) from the initial shareholders, certain of the Company’s officers and directors (see Note 4), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 4), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

The Company has until January 7, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after January 7, 2023.

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COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an "emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

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.

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2022 and December 31, 2021, the carrying values of prepaid expenses, related party payables, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s cash held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of cash held in the Trust Account is determined using quoted prices in active markets.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

Use of Estimates

The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.

Deferred Offering Costs associated with the Initial Public Offering

Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs totaled $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity.

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Common Stock Subject to Possible Redemption

The Company accounts for its Common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including Common stock 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, shares of Common stock are classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Net Loss Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.

The Company’s statements of operations includes a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Period from January 1,
	2022 to
	March 31, 2022
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	(346,025)	(98,466)
Denominator:
Basic and diluted weighted average shares outstanding	17,250,000	4,908,700
Basic and diluted net loss per common share	(0.02)	(0.02)

For the period from February 10, 2021 (inception) through March 31, 2021, the Company only had non-redeemable shares.

At March 31, 2022 and March 31, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB 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.

FASB 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. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 or March 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 is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $439,327 and $799,290 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.

Marketable Securities Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.

Note 3 — Public Offering

Pursuant to the Initial Public Offering on October 7, 2021, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one Public Warrant. Each whole Public Warrant entitles the holder to purchase three-quarters (3/4) of one share of Common Stock at an exercise price of $11.50 per share.

On October 7, 2021, the Sponsor, the Company’s chief executive officer and chief financial officer acquired 596,200 Units for an aggregate purchase price of $5,962,000. $3,450,000 of the $5,962,000 was invested in the Trust Account to meet the 102% redemption price of the IPO shares. The remaining cash was deposited in the Company’s operating account and used to pay off the promissory notes and future working capital expenditures.

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Note 4 — Related Party Transactions

Founder Shares

On March 26, 2021, the Sponsor, certain executive officers and directors of the Company and A.G.P./Alliance Global Partners (the “Representative”) acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 or $0.006 per share. Prior to the initial investment in the Company of $25,000, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the Initial Public Offering of Units of the Company did not fully exercise their over-allotment option. The over-allotment option was exercised in full at the time of the IPO.

The Sponsor and certain executives of the Company purchased 345,000 Private Placement Units for cash with gross proceeds of $3,450,000 on October 7, 2021 in connection with the IPO.

Related Party Loans

On March 26, 2021, the Sponsor and executives agreed to loan the Company up to an aggregate total of $975,000 to be used for a portion of the expenses of the Initial Public Offering. The Company drew upon $975,000 under the promissory notes with the Sponsor and executives on March 26, 2021. These loans are non-interest bearing and were payable at the closing of the Initial Public Offering. On October 7, 2021, the loan was used to purchase 97,500 Private Placement Units at $10.00 per unit.

Related Party Advances

In September 2021, the Sponsor, and the Company’s chief executive officer and chief financial officer advanced $1,537,000 to the Company in preparation for the Initial Public Offering on October 7, 2021. On October 7, 2021, the advance was used to purchase 153,700 Private Placement Units at $10.00 per unit.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the founders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans.

Administrative Services Agreement

The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of the Company’s initial Business Combination. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying.

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement entered into on October 4, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become

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effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company paid an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, at the closing of the Initial Public Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering will be payable to the representative of the underwriters for services rendered in connection with the Business Combination. This business combination fee will become payable to representative of 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. In addition, the Company provided 750,000 shares to the underwriter at the time of the Initial Public Offering at a fair value totaling $4,346,344. We accounted for the excess of the fair value of the 750,000 representative shares as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, these offering costs are charged to stockholders’ equity.

Business Combination Agreement

On March 23, 2022, the Company, Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Hub”), and Rover Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Hub (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”) as a direct, wholly owned subsidiary of Hub. The parties expect to complete the Merger in the third quarter of 2022 subject to the Company’s stockholders approval of the Merger.

Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:

●

Each Unit issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically detached and the holder thereof will be deemed to hold one share of Common Stock and one warrant of the Company entitling the holder thereof to purchase three-fourths (3/4) of one share of Common Stock, which underlying securities will be converted in accordance with the applicable terms of the Business Combination Agreement as further described below.

●

Each Share of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into a number of ordinary shares, no par value per share, of HUB (the “HUB Ordinary Shares” and such number of HUB Ordinary Shares, the “Per Share Consideration”) equal to the Aggregate Transaction Share Consideration divided by the number of issued and outstanding shares of Common Stock immediately prior to the Effective Time, after taking into account stockholder redemptions. Following such conversion, all shares of Common Stock will automatically be canceled and cease to exist by virtue of the Merger. The holders of shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or under applicable law.

“Aggregate Transaction Share Consideration” means an aggregate number of HUB Ordinary Shares equal to the quotient of (a) the amount equal to (i) $221,582,000 minus (ii) the amounts payable to the Company’s stockholders pursuant to the stockholder redemptions divided by (b) $7.61 (the “HUB Share Value”).

●

(a) All rights with respect to shares of Common Stock underlying warrants will be converted into rights with respect to HUB Ordinary Shares and thereupon assumed by HUB; (b) the number of HUB Ordinary Shares subject to each warrant assumed by HUB will be determined by multiplying (i) the number of shares of Common Stock that were subject to such warrant, as in effect immediately prior to the Effective Time, by (ii) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of HUB Ordinary Shares; (c) the per share exercise price for the HUB Ordinary Shares issuable upon exercise of each warrant assumed by HUB will be determined by dividing (i) the exercise price per share of Common Stock subject to such warrant, as in effect immediately prior to the Effective Time, by (ii) the Per Share Consideration; and (d) any restriction on the exercise of any warrant assumed by HUB will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such warrant will otherwise remain unchanged.

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●

Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company, which shall constitute the only outstanding share of capital stock of the Surviving Company.

The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.

Contemporaneously with the execution of the Business Combination Agreement, HUB entered into subscription agreements (the “PIPE Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “Subscribers”), pursuant to which, among other things, the Subscribers have agreed to subscribe for HUB Ordinary Shares that will be issued in connection with the closing of the Merger (the “PIPE Shares”), for aggregate gross proceeds of approximately $50,000,000 at a purchase price of $10.00 per share, in a private placement (the aggregate purchase price under all Subscription Agreements, collectively, the “PIPE Financing Amount,” and the equity financing under all Subscription Agreements, collectively, the “PIPE Financing”). The purpose of the PIPE Financing is to raise additional capital for use in connection with the Merger. The PIPE Shares will be identical to HUB Ordinary Shares that will be issued to existing stockholders of the Company at the time of the closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the Merger.

Pursuant to the PIPE Subscription Agreements, HUB has agreed to file (at HUB’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”) within 45 days of the closing of the Merger. HUB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practical, but no later than the earlier of (a) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies HUB that it will “review” the Registration Statement) and (b) ten (10) business days after HUB is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.

Each PIPE Subscription Agreement would terminate upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties thereto to terminate the Subscription Agreement, or (c) 90 days after the Termination Date.

Please see the Form 8-K filed with the SEC on March 23, 2022 for additional information.

Note 6 — Stockholders’ Equity

Common Stock – On October 4, 2021, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 50,000,000 shares of Common Stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, 4,908,700 shares issued and outstanding of Common Stock were held by the Sponsor, certain officers and directors of the Company and the Representative. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the initial public offering of Units if the Company did not fully exercise their over-allotment option.

Holders of the common shares will vote on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that holders of the common shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60^th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Common Stock equals or exceeds $10.20”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Common Stock

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issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Common Stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Common Stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants.

Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

In whole and not in part;

●

At a price of $0.01 per warrant;

●

Upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds$18.00 per share (as adjusted).

The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

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●

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock;

●

if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and

●

if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of common stock shall mean the volume-weighted average price of Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Common Stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. 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.

At March 31, 2022 and December 31, 2021, there were 17,250,000 Public Warrants outstanding and 596,200 Private Warrants outstanding. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock.

Note 7 — Fair Value Measurements

The following table presents information about the Company’s financial assets consisting of marketable securities held in trust that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy:

March 31, 2022


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,970,248	$	—	$	—

December 31, 2021


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,953,520	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the periods from January 1, 2022 through March 31, 2022 and February 10, 2021 (inception) through December 31, 2021, respectively.

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Note 8 — Subsequent Events

Management has evaluated the impact of subsequent events through May 13, 2022, the date that the unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Mount Rainier Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated as a Delaware corporation and formed 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 “initial business combination”). Our Sponsor is DC Rainier SPV LLC, a Delaware limited liability company (“Sponsor”). While we may pursue an initial business combination target in any industry or geographic region, we intend to focus on established, technology focused businesses that have an aggregate enterprise value of approximately $500 million to $2.0 billion and would benefit from access to public markets and the operational and strategic expertise of our management team and board of directors. We will seek to capitalize on the significant experience of our management team in consummating an initial business combination with the ultimate goal of pursuing attractive returns for our shareholders.

The Registration Statement for our initial public offering was declared effective on October 7, 2021 (the “Public Offering”). On October 7, 2021, we consummated the Initial Public Offering of 17,250,000 units (the “Units”) at $10.00 per Unit including the underwriters’ over-allotment option, generating gross proceeds of $172.5 million, and incurring transaction costs of approximately $8.0 million, consisting of $6.9 million of deferred underwriting fees and approximately $1.1 million of other offering costs.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to the “Sponsor and the Company’s CEO and CFO, generating gross proceeds to the Company of $6.0 million.

Approximately $172.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with the Continental Stock Transfer & Trust Company, 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 one hundred eighty-five (185) days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.

If we are unable to complete an initial business combination within fifteen (15) months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders

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(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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Business Combination Agreement

Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:

●

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Contemporaneously with the execution of the Business Combination Agreement, HUB entered into subscription agreements (the “PIPE Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “Subscribers”), pursuant to which, among other things, the Subscribers have agreed to subscribe for HUB Ordinary Shares that will be issued in connection with the closing of the Merger (the “PIPE Shares”), for aggregate gross proceeds of approximately $50,000,000 at a purchase price of $10.00 per share, in a private placement (the aggregate purchase price under all Subscription Agreements, collectively, the “PIPE Financing Amount,” and the equity financing under all Subscription Agreements, collectively, the “PIPE Financing”). The purpose of the PIPE Financing is to raise additional capital for use in connection with the Merger. The PIPE Shares will be identical to HUB Ordinary Shares that will be issued to our existing stockholders at the time of the closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the Merger.

Please see the Form 8-K filed with the SEC on March 23, 2022 for additional information.

Results of Operations

Our only activities from February 10, 2021 (inception) to March 31, 2022 related to our formation and the Public Offering, as well as due diligence costs incurred to identify a target company for a potential business combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs in the pursuit of our acquisition plans.

For the three months ended March 31, 2022, we had a net loss of approximately $444,000, which consisted of approximately $391,000 in general and administrative expenses, $30,000 in related party administrative expenses, and $40,000 in franchise tax expense offset by approximately $17,000 in interest income.

For the period from February 10, 2021 (inception) through March 31, 2021, we had a net loss of $4,500, which consisted of $4,500 in formation expenses.

Liquidity and Capital Resources

Our liquidity needs up to the Public Offering were satisfied through receipt of a $25,000 capital contribution from our Sponsor and certain executives in exchange for the issuance of the Founder Shares to our Sponsor and certain executives and loans from our Sponsor and certain executives for an aggregate amount of $975,000 to cover organizational expenses and expenses related to the Public Offering pursuant to a promissory note (the “Note”). The Note was used to purchase Private Placement Units on October 7, 2021 as part of the Public Offering. Subsequent to the consummation of the Public Offering, our liquidity needs have been satisfied through the net proceeds of approximately $1.4 million from the Private Placement held outside of the Trust Account. The Company anticipates that the $439,327 outside of the Trust Account as of March 31, 2022, might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. See Note 1 to the financial statements for further information.

In addition, in the short term and long term, in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. As of March 31, 2022, there were no amounts outstanding under any working capital loans.

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Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company paid an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, at the closing of the Initial Public Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering will be payable to the representative of the underwriters for services rendered in connection with the business combination. This business combination fee will become payable to representative of 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. In addition, the Company provided 750,000 shares to the underwriter at the time of the Initial Public Offering at a fair value totaling $4,346,344.

Administrative Services Agreement

Commencing on the date that our securities were first listed on the NASDAQ Capital Market and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We did not record administrative services expenses for the period from February 10, 2021 (inception) to March 31, 2022, in general and administrative expenses in connection with the related agreement in the accompanying statement of operations.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to possible redemption

We account for the common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock 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 Mount Rainier’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of Mount Rainier’s control and subject to occurrence of uncertain future events.

Impact of COVID-19

Our Sponsor 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 our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the balance date.

Recent Accounting Pronouncements

We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our financial statements.

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Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits.

Exhibit Number		Description
2.1⁽¹⁾		Business Combination Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and Rover Merger Sub, Inc.
4.1⁽¹⁾		Form of Amended and Restated Warrant Agreement by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and American Stock Transfer & Trust Company, LLC, as warrant agent.
10.1⁽¹⁾		Sponsor Support Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and members of the Sponsor Group.
10.2⁽¹⁾		Form of Support Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and certain Company shareholders party thereto.
10.3⁽¹⁾		Form of Management Incentive Agreement, dated as of March 23, 2022, by and among Hub Cyber Security (Israel) Ltd., Mount Rainier Acquisition Corp. and certain members of management and employees of Hub Cyber Security (Israel) Ltd.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

(1) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 23, 2022.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2022	MOUNT RAINIER ACQUISITION CORP.

	By:	/s/ Matthew Kearney
	Name:	Matthew Kearney
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

	By:	/s/ Young Cho
	Name:	Young Cho
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-31.1 2 rner-20220331xex31d1.htm EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Kearney, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 of Mount Rainier Acquisition Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


Date: May 13, 2022	By:	/s/ Matthew Kearney
		Matthew Kearney
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

EX-31.2 3 rner-20220331xex31d2.htm EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Young Cho, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 of Mount Rainier Acquisition Corp.;

[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


Date: May 13, 2022	By:	/s/ Young Cho
		Young Cho
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1 4 rner-20220331xex32d1.htm EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mount Rainier Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Kearney, Chief Executive Officer and Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 13, 2022	/s/ Matthew Kearney
	Name:	Matthew Kearney
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

EX-32.2 5 rner-20220331xex32d2.htm EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 31

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mount Rainier Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Young Cho, Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 13, 2022	/s/ Young Cho
	Name:	Young Cho
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Assets Held In Trust Account, Policy [Policy Text Block] Marketable Securities Held in the Trust Account Reconciliation of Net Loss per Common Share Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Schedule of financial assets that are measured at fair value on a recurring basis Subsidiary or Equity Method Investee, Sale of Stock by Subsidiary or Equity Investee [Table] Initial Public Offering Private Placement Class of Warrant or Right [Axis] Class of Warrant or Right [Domain] Warrants Represents a redeemable warrant (Public Warrant) that entitles the holder to purchase shares of common stock subject to adjustment. Public Warrants Subsidiary, Sale of Stock [Line Items] Number of new units issued during the period. Units Issued During Period, Shares, New Issues Sale of Units, net of underwriting discounts (in shares) Number of units sold Purchase price, per unit Purchase price, per unit Class of Warrant or Right, Number of Securities Called by Warrants or Rights Sale of Private Placement Warrants (in shares) Price per share or per unit of warrants or rights outstanding. Class of Warrant or Right, Price of Warrants or Rights Price of warrant Proceeds from Issuance of Warrants Proceeds from sale of Private Placement Warrants Class of Warrant or Right, Number of Securities Called by Each Warrant or Right Number of shares issuable per warrant Class of Warrant or Right, Exercise Price of Warrants or Rights Exercise price of warrants Represents the amount of transaction costs incurred. Transaction Costs Transaction Costs The carrying value as of balance sheet date of underwriting fees payable or deferred, classified as noncurrent. Deferred underwriting fee payable. Deferred underwriting fee payable Represents the amount of expenses for offering costs incurred. Offering Cost Expenses Offering cost expense Represents the amount of other offering costs incurred. Sale of Stock, Other Offering Costs Other offering costs Represents the carrying value of cash held outside the trust account. Cash Held Outside Trust Account Cash held outside the Trust Account Represents the investment of cash in trust account. Investment Of Cash In Trust Account Investment of cash in Trust Account Represents the price of a single unit. Unit Price Price per share Represents the percentage of shares which the reporting entity is obligated to redeem if a business combination is not consummated using the offering proceeds within a specified period. Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) The period of time a business combination needs to be completed or else the public shares can be 100% redeemed. Business Combination Period Business combination period Represents the threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account. Threshold Minimum Aggregate Fair Market Value As Percentage Of Assets Held In Trust Account Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account Represents the threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination. Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination Represents the threshold percentage of Public Shares subject to redemption without the Company's prior written consent. Threshold Percentage of Public Shares Subject to Redemption without the Company's Prior Written Consent Threshold percentage of Public Shares subject to redemption without the Company's prior written consent Represents the minimum net tangible assets upon consummation of the Business Combination. Minimum Net Tangible Assets Upon Consummation Of Business Combination Minimum net tangible assets upon consummation of the Business Combination Represents the maximum net interest to pay dissolution expenses. Maximum Net Interest To Pay Dissolution Expenses Maximum net interest to pay dissolution expenses Represents the threshold business days for redemption of public shares. Threshold Business Days For Redemption Of Public Shares Threshold business days for redemption of public shares The amount of cash outflow for investment of cash in trust account. Payments for investment of cash in Trust Account Payments for investment of cash in Trust Account The amount of Federal Depository Insurance Coverage limit. Federal Depository Insurance Coverage Limit Deferred Offering Costs Offering costs Unrecognized Tax Benefits Unrecognized tax benefits Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Unrecognized tax benefits accrued for interest and penalties Cash Cash Equivalents, at Carrying Value Cash equivalents Share Price price per unit Share price The carrying value as of balance sheet date of underwriting fees payable or deferred, classified as current. Deferred Offering Costs Current Underwriting fees Earnings Per Share [Abstract] Basic and diluted net loss per common share Net Income (Loss) Available to Common Stockholders, Basic [Abstract] Numerator: Net Income (Loss) Available to Common Stockholders, Basic Allocation of net loss EX-101.PRE 10 rner-20220331_pre.xml EX-101.PRE XML 11 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 13, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40870
Entity Registrant Name	MOUNT RAINIER ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2029991
Entity Address, Address Line One	256 W. 38th Street, 15th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	785-4680
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		22,158,700
Entity Central Index Key	0001854461
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Common Stock and one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Redeemable Warrant
Trading Symbol	RNERU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RNER
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50
Trading Symbol	RNERW
Security Exchange Name	NASDAQ

XML 12 R2.htm IDEA: XBRL DOCUMENT

BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 439,327	$ 799,290
Short-term prepaid insurance	310,884	310,884
Total current assets	750,211	1,110,174
Marketable securities held in Trust Account	175,970,248	175,953,520
Long-term prepaid insurance	160,127	236,783
Total assets	176,880,586	177,300,477
Current liabilities:
Related party payable	58,000	28,000
Accrued expenses	21,645	67,045
Franchise tax payable	79,678	39,678
Total current liabilities	159,323	134,723
Deferred underwriting commission	6,900,000	6,900,000
Total liabilities	7,059,323	7,034,723
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption; 17,250,000 shares at $10.20 per share	175,950,000	175,950,000
Stockholders' Deficit:
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,908,700 issued and outstanding (excluding 17,250,000 shares subject to redemption)	491	491
Accumulated deficit	(6,129,228)	(5,684,737)
Total stockholders' deficit	(6,128,737)	(5,684,246)
Total Liabilities and Stockholders' Deficit	$ 176,880,586	$ 177,300,477

XML 13 R3.htm IDEA: XBRL DOCUMENT

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
BALANCE SHEETS
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	4,908,700	4,908,700
Common shares, shares outstanding	4,908,700	4,908,700
Temporary equity, shares issued	17,250,000	17,250,000
Temporary Equity, par value, (per share)	$ 10.20	$ 10.20
Temporary equity, shares outstanding	17,250,000	17,250,000

XML 14 R4.htm IDEA: XBRL DOCUMENT

STATEMENTS OF OPERATIONS - USD ($)

2 Months Ended

3 Months Ended

Mar. 31, 2021

Mar. 31, 2022

General and administrative expenses

$ 4,500

$ 391,219

Administrative expenses - related party

30,000

Franchise tax expenses

40,000

Loss from operations

(4,500)

(461,219)

Other income (expenses):

Net gain from investments held in Trust Account

16,728

Net loss

$ (4,500)

$ (444,491)

Redeemable Common Stock

Other income (expenses):

Weighted average shares outstanding, basic

17,250,000

Weighted average shares outstanding, diluted

17,250,000

Basic net loss per share

$ (0.02)

Diluted net loss per share

$ (0.02)

Non-Redeemable Common Stock

Other income (expenses):

Weighted average shares outstanding, basic

^[1]

3,750,000

4,908,700

Weighted average shares outstanding, diluted

^[1]

3,750,000

4,908,700

Basic net loss per share

$ 0.00

$ (0.02)

Diluted net loss per share

$ 0.00

$ (0.02)

[1]	(1) For the period February 10, 2021 (inception) through March 31, 2021, this number excludes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

XML 15 R5.htm IDEA: XBRL DOCUMENT

STATEMENTS OF OPERATIONS (Parenthetical)	Mar. 31, 2021 shares
Over-allotment option
Maximum Common Stock Shares Subject To Forfeiture	562,500

XML 16 R6.htm IDEA: XBRL DOCUMENT

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)

Common Stock [Member]

Additional Paid-In Capital [Member]

Accumulated Deficit [Member]

Total

Balance at the beginning at Feb. 09, 2021

$ 0

Balance at the beginning (in shares) at Feb. 09, 2021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Common stock to sponsor(1)

^[1]

$ 431

24,569

25,000

Issuance of Common stock to sponsor(1) (in shares)

^[1]

4,312,500

Net loss

(4,500)

Balance at the end at Mar. 31, 2021

$ 431

$ 24,569

(4,500)

20,500

Balance at the end (in shares) at Mar. 31, 2021

4,312,500

Balance at the beginning at Dec. 31, 2021

$ 491

(5,684,737)

(5,684,246)

Balance at the beginning (in shares) at Dec. 31, 2021

4,908,700

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(444,491)

Balance at the end at Mar. 31, 2022

$ 491

$ (6,129,228)

$ (6,128,737)

Balance at the end (in shares) at Mar. 31, 2022

4,908,700

[1]	(1) Includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

XML 17 R7.htm IDEA: XBRL DOCUMENT

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	Mar. 31, 2021 shares
Over-allotment option
Maximum Common Stock Shares Subject To Forfeiture	562,500

XML 18 R8.htm IDEA: XBRL DOCUMENT

STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (4,500)	$ (444,491)
Adjustments to reconcile net loss to net cash used in operating activities:
Net gain from cash held in Trust Account		(16,728)
Changes in operating assets and liabilities:
Prepaid insurance		76,656
Related party payable		30,000
Accrued expenses		(45,400)
Accrued offering and formation costs	4,500
Franchise tax payable		40,000
Net cash used in operating activities		(359,963)
Cash Flows from Financing Activities:
Proceeds from issuance of Common stock to Sponsor	25,000
Proceeds from note payable to related party	975,000
Net cash provided by financing activities	1,000,000
Net change in cash	1,000,000	(359,963)
Cash - beginning of the period	0	799,290
Cash - end of the period	1,000,000	$ 439,327
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs	$ 101,000

XML 19 R9.htm IDEA: XBRL DOCUMENT

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2022

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Organization and General

Liquidity and Capital Resources

COVID-19

XML 20 R10.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Concentration of Credit Risk

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.

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Warrants

Use of Estimates

Deferred Offering Costs associated with the Initial Public Offering

Common Stock Subject to Possible Redemption

Net Loss Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Period from January 1,
	2022 to
	March 31, 2022
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	(346,025)	(98,466)
Denominator:
Basic and diluted weighted average shares outstanding	17,250,000	4,908,700
Basic and diluted net loss per common share	(0.02)	(0.02)

For the period from February 10, 2021 (inception) through March 31, 2021, the Company only had non-redeemable shares.

Income Taxes

Recent Accounting Pronouncements

Cash

Marketable Securities Held in the Trust Account

XML 21 R11.htm IDEA: XBRL DOCUMENT

Public Offering

3 Months Ended

Mar. 31, 2022

Public Offering

Public Offering

Note 3 — Public Offering

XML 22 R12.htm IDEA: XBRL DOCUMENT

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

Note 4 — Related Party Transactions

Founder Shares

The Sponsor and certain executives of the Company purchased 345,000 Private Placement Units for cash with gross proceeds of $3,450,000 on October 7, 2021 in connection with the IPO.

Related Party Loans

Related Party Advances

Working Capital Loans

Administrative Services Agreement

XML 23 R13.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Business Combination Agreement

Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:

●

Please see the Form 8-K filed with the SEC on March 23, 2022 for additional information.

XML 24 R14.htm IDEA: XBRL DOCUMENT

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity

Stockholders' Equity

Note 6 — Stockholders’ Equity

The Private Placement Warrants are identical to the Public Warrants.

Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

In whole and not in part;

●

At a price of $0.01 per warrant;

●

Upon a minimum of 30 days’ prior written notice of redemption; and

●

Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and

●

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

XML 25 R15.htm IDEA: XBRL DOCUMENT

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 7 — Fair Value Measurements

March 31, 2022


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,970,248	$	—	$	—

December 31, 2021


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,953,520	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

XML 26 R16.htm IDEA: XBRL DOCUMENT

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

Note 8 — Subsequent Events

XML 27 R17.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Concentration of Credit Risk

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.

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Warrants

Use of Estimates

Deferred Offering Costs associated with the Initial Public Offering

Common Stock Subject to Possible Redemption

Net Loss Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Period from January 1,
	2022 to
	March 31, 2022
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	(346,025)	(98,466)
Denominator:
Basic and diluted weighted average shares outstanding	17,250,000	4,908,700
Basic and diluted net loss per common share	(0.02)	(0.02)

For the period from February 10, 2021 (inception) through March 31, 2021, the Company only had non-redeemable shares.

Income Taxes

Recent Accounting Pronouncements

Cash

Marketable Securities Held in the Trust Account

XML 28 R18.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Reconciliation of Net Loss per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Period from January 1,
	2022 to
	March 31, 2022
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	(346,025)	(98,466)
Denominator:
Basic and diluted weighted average shares outstanding	17,250,000	4,908,700
Basic and diluted net loss per common share	(0.02)	(0.02)

XML 29 R19.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Schedule of financial assets that are measured at fair value on a recurring basis

March 31, 2022


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,970,248	$	—	$	—

December 31, 2021


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,953,520	$	—	$	—

XML 30 R20.htm IDEA: XBRL DOCUMENT

Description of Organization and Business Operations (Details) - USD ($)		3 Months Ended
	Oct. 07, 2021	Mar. 31, 2022	Dec. 31, 2021	Oct. 04, 2021
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		0.75	0.75
Common shares, par value, (per share)		$ 0.0001	$ 0.0001	$ 0.0001
Cash held outside the Trust Account		$ 439,327
Investment of cash in Trust Account		$ 175,950,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Business combination period		15 months
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent		15.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Maximum net interest to pay dissolution expenses		$ 100,000
Threshold business days for redemption of public shares		10 days
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.20
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	17,250,000
Purchase price, per unit	$ 10.00
Proceeds from issuance initial public offering	$ 172,500,000
Common shares, par value, (per share)	$ 0.0001
Transaction Costs	$ 12,333,704
Deferred underwriting fee payable	6,900,000
Offering cost expense	4,346,344	$ 4,346,344
Other offering costs	1,087,360	$ 1,087,360
Cash held outside the Trust Account	1,545,463
Price per share		$ 10.20
Payments for investment of cash in Trust Account	$ 3,450,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	0.75
Exercise price of warrants	$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	596,200
Price of warrant	$ 10.00
Proceeds from sale of Private Placement Warrants	$ 5,962,000

XML 31 R21.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Oct. 07, 2021
Federal Depository Insurance Coverage Limit	$ 250,000
Common stock subject to possible redemption (in shares)	17,250,000	17,250,000
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	0
Cash	439,327	799,290
Cash equivalents	0	0
Deferred underwriting fees	6,900,000	$ 6,900,000
Initial Public Offering
Offering costs	12,333,704
Other offering costs	1,087,360		$ 1,087,360
Offering cost expense	4,346,344		$ 4,346,344
Underwriting fees	$ 6,900,000

XML 32 R22.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)

2 Months Ended

3 Months Ended

Mar. 31, 2021

Mar. 31, 2022

Redeemable Common Stock

Numerator:

Allocation of net loss

$ (346,025)

Denominator:

Basic weighted average shares outstanding

17,250,000

Diluted weighted average shares outstanding

17,250,000

Basic net loss per common share

$ (0.02)

Diluted net loss per common share

$ (0.02)

Non-Redeemable Common Stock

Numerator:

Allocation of net loss

$ (98,466)

Denominator:

Basic weighted average shares outstanding

^[1]

3,750,000

4,908,700

Diluted weighted average shares outstanding

4,908,700

Basic net loss per common share

$ 0.00

$ (0.02)

Diluted net loss per common share

$ 0.00

$ (0.02)

[1]	(1) For the period February 10, 2021 (inception) through March 31, 2021, this number excludes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Public Offering (Details) - USD ($)

2 Months Ended

Oct. 07, 2021

Mar. 31, 2021

^[1]

Mar. 31, 2022

Dec. 31, 2021

Subsidiary, Sale of Stock [Line Items]

Number of shares issuable per warrant

0.75

Aggregate purchase price

$ 5,962,000

$ 25,000

Public Warrants

Subsidiary, Sale of Stock [Line Items]

Purchase price, per unit

$ 10.20

Exercise price of warrants

$ 11.50

Initial Public Offering

Subsidiary, Sale of Stock [Line Items]

Number of units sold

17,250,000

Purchase price, per unit

$ 10.00

Percentage of Redemption price

102.00%

Payments for investment of cash in Trust Account

$ 3,450,000

Initial Public Offering | Sponsor, CEO and CFO

Subsidiary, Sale of Stock [Line Items]

Number of units sold

596,200

Aggregate purchase price

$ 5,962,000

Initial Public Offering | Public Warrants

Subsidiary, Sale of Stock [Line Items]

Number of shares in a unit

Number of warrants in a unit

Number of shares issuable per warrant

0.75

Exercise price of warrants

$ 11.50

[1]	(1) Includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

XML 34 R24.htm IDEA: XBRL DOCUMENT

Related Party Transactions - Founder Shares (Details) - USD ($)

2 Months Ended

Oct. 07, 2021

Mar. 26, 2021

Mar. 31, 2021

Mar. 31, 2022

Dec. 31, 2021

Oct. 04, 2021

Aggregate purchase price

$ 5,962,000

$ 25,000

^[1]

Common shares, par value, (per share)

$ 0.0001

Over-allotment option

Maximum Common Stock Shares Subject To Forfeiture

562,500

Founder Shares | Sponsor, CEO and CFO of the Company and A.G.P./Alliance Global Partners

Number of shares issued

4,312,500

Aggregate purchase price

$ 25,000

Common shares, par value, (per share)

$ 0.006

Private placement units | Sponsor and certain executives

Number of shares issued

345,000

Aggregate purchase price

$ 3,450,000

[1]	(1) Includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).

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Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2021	Mar. 31, 2022	Oct. 07, 2021	Mar. 26, 2021
Private Placement
Related Party Transaction [Line Items]
Price of warrant			$ 10.00
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 975,000
Related Party Loans \| Private Placement
Related Party Transaction [Line Items]
Number of units purchased with loan proceeds			97,500
price per unit			$ 10.00
Related Party Advances \| Private Placement
Related Party Transaction [Line Items]
Number of units purchased with loan proceeds			153,700
price per unit			$ 10.00
Related Party Advances \| Sponsor, CEO and CFO
Related Party Transaction [Line Items]
Proceeds From Other Related Party Debt	$ 1,537,000

XML 36 R26.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2022 USD ($) $ / shares shares
Loss Contingencies [Line Items]
Underwriting cash discount per unit \| $ / shares	$ 0.0333
Aggregate underwriter cash discount	$ 500,000
Initial Public Offering
Loss Contingencies [Line Items]
Additional fee as a percentage	4.00%
Number of units issued \| shares	750,000
Fair value of shares issued	$ 4,346,344

XML 37 R27.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies - Business Combination Agreement (Details)	Mar. 23, 2022 USD ($) D $ / shares shares	Mar. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares	Oct. 04, 2021 $ / shares
Loss Contingencies [Line Items]
Common shares, par value, (per share)		$ 0.0001	$ 0.0001	$ 0.0001
Hub Ltd. \| Hub Ltd
Loss Contingencies [Line Items]
Number of shares for each issued and outstanding share upon business combination \| shares	1
Number of warrants for each issued and outstanding share upon business combination \| shares	1
Number of shares in each warrant \| shares	0.75
Aggregate Consideration \| $	$ 221,582,000
Share price	$ 7.61
Rover Merger Sub Inc \| Hub Ltd
Loss Contingencies [Line Items]
Common shares, par value, (per share)	$ 0.0001
PIPE Subscription Agreements
Loss Contingencies [Line Items]
Threshold number of days for registering PIPE resale statement upon closing of merger	45 days
Threshold number of days for declaring effective of PIPE resale statement \| D	90
Threshold number of days for declaring effective of PIPE resale statement SEC notifies it as review \| D	120
Threshold number of days for declaring effective of PIPE resale statement SEC notifies it as it will not review \| D	10
Number of days to terminate after the termination date	90 days
PIPE Subscription Agreements \| Subscribers \| Private Placement
Loss Contingencies [Line Items]
Share price	$ 10.00
Aggregate gross proceeds for shares issued upon closing of merger \| $	$ 50,000,000

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Stockholders' Equity - Common Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Oct. 04, 2021	Mar. 31, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000	50,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	4,908,700	4,908,700
Common shares, shares outstanding (in shares)	4,908,700	4,908,700
Over-allotment option
Class of Stock [Line Items]
Maximum Common Stock Shares Subject To Forfeiture				562,500

XML 39 R29.htm IDEA: XBRL DOCUMENT

Stockholders' Equity - Warrants (Details)	3 Months Ended
Stockholders' Equity - Warrants (Details)	Mar. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares	0.75	0.75
Warrants
Class of Warrant or Right [Line Items]
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115.00%
Public Warrants
Class of Warrant or Right [Line Items]
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Exercise price of warrants	$ 11.50
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Purchase price, per unit	$ 10.20
Warrants outstanding \| shares	17,250,000	17,250,000
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Stock price trigger in redemption of warrants (in dollars per share)	$ 18.00
Adjustment of exercise price of warrants based on market value and newly issued price	180.00%
Warrant redemption price adjustment multiple	0.361
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger in redemption of warrants (in dollars per share)	$ 10.00
Adjustment of exercise price of warrants based on market value and newly issued price	100.00%
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	596,200	596,200

XML 40 R30.htm IDEA: XBRL DOCUMENT

Fair Value Measurements - Fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Recurring \| Quoted Prices in Active Markets (Level 1)
Assets:
U.S. Treasury Bills	$ 175,970,248	$ 175,953,520

XML 41 R31.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Details) - USD ($)		3 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2021	Mar. 31, 2022
Fair Value Measurements
Fair value assets level 1 to level 2 transfers	$ 0	$ 0
Fair value assets level 2 to level 1 transfers	0	0
Fair value assets transferred into (out of) level 3	$ 0	$ 0

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Note 1 — Description of Organization and Business OperationsOrganization and GeneralMount Rainer Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 10, 2021. The Company was formed 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 is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering described below and the search for a target business with which to consummate an initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering on October 7, 2021 (“Initial Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.On October 7, 2021, the Company consummated the IPO of 17,250,000 units (the “Units”), including the full exercise of the over-allotment. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”) and one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3.Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to DC Rainier SPV, LLC (the “Sponsor”) and the Company’s chief executive officer and chief financial officer, generating gross proceeds to the Company of $5,962,000, which is described in Note 4. The Private Placement Units are identical to the Units sold in the IPO.Transaction costs amounted to $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. In addition, cash of $1,545,463 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.A total of $175,950,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account at Bank of America, maintained by American Stock Transfer & Trust Company, acting as trustee (“Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Public Shares (as defined below) properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if it has not completed its initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.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 Private Placement 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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").The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Common Stock sold in the Initial Public Offering (the “Public Shares”) 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 held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. 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 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 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 the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders(as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the holders of the Founder Shares (the “initial stockholders”) have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the "Combination Period") and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 (a "Target"), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account 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 of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Liquidity and Capital ResourcesPrior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes and provided adequate resources to operate until the initial business combination.The Company anticipates that the $439,327 outside of the Trust Account as of March 31, 2022, might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company plans to use the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 4) from the initial shareholders, certain of the Company’s officers and directors (see Note 4), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 4), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.The Company has until January 7, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after January 7, 2023.COVID-19On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

17250000

0.0001

11.50

10.00

172500000

596200

10.00

5962000

12333704 6900000 1087360 4346344 1545463 175950000 1 P15M P15M 0.80 0.50 10.20 5000001 0.15 1 P15M 100000 10.20 10.20 439327

Note 2 — Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC.Emerging Growth CompanyThe 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Fair Value of Financial InstrumentsThe 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.Fair Value MeasurementsFair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.</td></tr></table><div style="margin-top:12pt;"/>In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.As of March 31, 2022 and December 31, 2021, the carrying values of prepaid expenses, related party payables, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s cash held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of cash held in the Trust Account is determined using quoted prices in active markets.WarrantsThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.Use of EstimatesThe preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.Deferred Offering Costs associated with the Initial Public OfferingDeferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs totaled $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity.Common Stock Subject to Possible RedemptionThe Company accounts for its Common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including Common stock 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, shares of Common stock are classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.Net Loss Per Share of Common StockThe Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.The Company’s statements of operations includes a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved.The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">Period from January 1,</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">2022 to</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">March 31, 2022</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;">Non-</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Redeemable</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">redeemable</td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Numerator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Allocation of net loss</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> (346,025)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> (98,466)</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Denominator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> 17,250,000</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> 4,908,700</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> (0.02)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> (0.02)</td></tr></table>For the period from February 10, 2021 (inception) through March 31, 2021, the Company only had non-redeemable shares.At March 31, 2022 and March 31, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.Income TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB 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.FASB 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. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 or March 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 is subject to income tax examinations by major taxing authorities since inception.Recent Accounting PronouncementsThe Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements.CashThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $439,327 and $799,290 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.Marketable Securities Held in the Trust AccountThe Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.

Basis of PresentationThe accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC.

Emerging Growth CompanyThe 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

250000

Fair Value of Financial InstrumentsThe 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.

Fair Value MeasurementsFair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.</td></tr></table><div style="margin-top:12pt;"/>In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.As of March 31, 2022 and December 31, 2021, the carrying values of prepaid expenses, related party payables, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s cash held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of cash held in the Trust Account is determined using quoted prices in active markets.

WarrantsThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

Use of EstimatesThe preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.

Deferred Offering Costs associated with the Initial Public OfferingDeferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs totaled $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity.

12333704

6900000 1087360 4346344 Common Stock Subject to Possible RedemptionThe Company accounts for its Common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including Common stock 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, shares of Common stock are classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

17250000

Net Loss Per Share of Common StockThe Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.The Company’s statements of operations includes a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved.The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">Period from January 1,</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">2022 to</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">March 31, 2022</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;">Non-</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Redeemable</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">redeemable</td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Numerator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Allocation of net loss</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> (346,025)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> (98,466)</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Denominator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> 17,250,000</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> 4,908,700</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> (0.02)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> (0.02)</td></tr></table>For the period from February 10, 2021 (inception) through March 31, 2021, the Company only had non-redeemable shares.At March 31, 2022 and March 31, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">Period from January 1,</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">2022 to</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td colspan="3" style="vertical-align:bottom;white-space:nowrap;width:24.13%;margin:0pt;padding:0pt;">March 31, 2022</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;">Non-</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Redeemable</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">redeemable</td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Numerator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Allocation of net loss</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> (346,025)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> (98,466)</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Denominator:</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:73.53%;background:#cceeff;margin:0pt;padding:0pt;">Basic and diluted weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;background:#cceeff;margin:0pt;padding:0pt;"> 17,250,000</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;background:#cceeff;margin:0pt;padding:0pt;"> 4,908,700</td></tr><tr><td style="vertical-align:bottom;width:73.53%;margin:0pt;padding:0pt;">Basic and diluted net loss per common share</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.89%;margin:0pt;padding:0pt;"> (0.02)</td><td style="vertical-align:bottom;white-space:nowrap;width:2.32%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:10.91%;margin:0pt;padding:0pt;"> (0.02)</td></tr></table>

-346025

-98466

17250000

4908700

-0.02

Income TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB 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.FASB 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. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 or March 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 is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting PronouncementsThe Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements.

CashThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $439,327 and $799,290 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.

439327

799290

Marketable Securities Held in the Trust AccountThe Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Note 3 — Public OfferingPursuant to the Initial Public Offering on October 7, 2021, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one Public Warrant. Each whole Public Warrant entitles the holder to purchase three-quarters (3/4) of one share of Common Stock at an exercise price of $11.50 per share.On October 7, 2021, the Sponsor, the Company’s chief executive officer and chief financial officer acquired 596,200 Units for an aggregate purchase price of $5,962,000. $3,450,000 of the $5,962,000 was invested in the Trust Account to meet the 102% redemption price of the IPO shares. The remaining cash was deposited in the Company’s operating account and used to pay off the promissory notes and future working capital expenditures. 17250000

10.00

1 1

11.50

596200

5962000

3450000

5962000

1.02

Note 4 — Related Party TransactionsFounder SharesOn March 26, 2021, the Sponsor, certain executive officers and directors of the Company and A.G.P./Alliance Global Partners (the “Representative”) acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 or $0.006 per share. Prior to the initial investment in the Company of $25,000, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the Initial Public Offering of Units of the Company did not fully exercise their over-allotment option. The over-allotment option was exercised in full at the time of the IPO.The Sponsor and certain executives of the Company purchased 345,000 Private Placement Units for cash with gross proceeds of $3,450,000 on October 7, 2021 in connection with the IPO.Related Party LoansOn March 26, 2021, the Sponsor and executives agreed to loan the Company up to an aggregate total of $975,000 to be used for a portion of the expenses of the Initial Public Offering. The Company drew upon $975,000 under the promissory notes with the Sponsor and executives on March 26, 2021. These loans are non-interest bearing and were payable at the closing of the Initial Public Offering. On October 7, 2021, the loan was used to purchase 97,500 Private Placement Units at $10.00 per unit.Related Party AdvancesIn September 2021, the Sponsor, and the Company’s chief executive officer and chief financial officer advanced $1,537,000 to the Company in preparation for the Initial Public Offering on October 7, 2021. On October 7, 2021, the advance was used to purchase 153,700 Private Placement Units at $10.00 per unit.Working Capital LoansIn order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the founders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans.Administrative Services AgreementThe Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of the Company’s initial Business Combination. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying.

4312500

25000

0.006

25000

562500

345000

3450000

975000 975000 97500

10.00

1537000 153700

10.00

10000

Note 5 — Commitments and ContingenciesRegistration RightsThe holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement entered into on October 4, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company paid an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, at the closing of the Initial Public Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering will be payable to the representative of the underwriters for services rendered in connection with the Business Combination. This business combination fee will become payable to representative of 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. In addition, the Company provided 750,000 shares to the underwriter at the time of the Initial Public Offering at a fair value totaling $4,346,344. We accounted for the excess of the fair value of the 750,000 representative shares as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, these offering costs are charged to stockholders’ equity.Business Combination AgreementOn March 23, 2022, the Company, Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Hub”), and Rover Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Hub (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”) as a direct, wholly owned subsidiary of Hub. The parties expect to complete the Merger in the third quarter of 2022 subject to the Company’s stockholders approval of the Merger.Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Each Unit issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically detached and the holder thereof will be deemed to hold one share of Common Stock and one warrant of the Company entitling the holder thereof to purchase three-fourths (3/4) of one share of Common Stock, which underlying securities will be converted in accordance with the applicable terms of the Business Combination Agreement as further described below.</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Each Share of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into a number of ordinary shares, no par value per share, of HUB (the “HUB Ordinary Shares” and such number of HUB Ordinary Shares, the “Per Share Consideration”) equal to the Aggregate Transaction Share Consideration divided by the number of issued and outstanding shares of Common Stock immediately prior to the Effective Time, after taking into account stockholder redemptions. Following such conversion, all shares of Common Stock will automatically be canceled and cease to exist by virtue of the Merger. The holders of shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or under applicable law.</td></tr></table><div style="margin-top:12pt;"/>“Aggregate Transaction Share Consideration” means an aggregate number of HUB Ordinary Shares equal to the quotient of (a) the amount equal to (i) $221,582,000 minus (ii) the amounts payable to the Company’s stockholders pursuant to the stockholder redemptions divided by (b) $7.61 (the “HUB Share Value”).<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">(a) All rights with respect to shares of Common Stock underlying warrants will be converted into rights with respect to HUB Ordinary Shares and thereupon assumed by HUB; (b) the number of HUB Ordinary Shares subject to each warrant assumed by HUB will be determined by multiplying (i) the number of shares of Common Stock that were subject to such warrant, as in effect immediately prior to the Effective Time, by (ii) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of HUB Ordinary Shares; (c) the per share exercise price for the HUB Ordinary Shares issuable upon exercise of each warrant assumed by HUB will be determined by dividing (i) the exercise price per share of Common Stock subject to such warrant, as in effect immediately prior to the Effective Time, by (ii) the Per Share Consideration; and (d) any restriction on the exercise of any warrant assumed by HUB will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such warrant will otherwise remain unchanged.</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company, which shall constitute the only outstanding share of capital stock of the Surviving Company.</td></tr></table><div style="margin-top:12pt;"/>The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.Contemporaneously with the execution of the Business Combination Agreement, HUB entered into subscription agreements (the “PIPE Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “Subscribers”), pursuant to which, among other things, the Subscribers have agreed to subscribe for HUB Ordinary Shares that will be issued in connection with the closing of the Merger (the “PIPE Shares”), for aggregate gross proceeds of approximately $50,000,000 at a purchase price of $10.00 per share, in a private placement (the aggregate purchase price under all Subscription Agreements, collectively, the “PIPE Financing Amount,” and the equity financing under all Subscription Agreements, collectively, the “PIPE Financing”). The purpose of the PIPE Financing is to raise additional capital for use in connection with the Merger. The PIPE Shares will be identical to HUB Ordinary Shares that will be issued to existing stockholders of the Company at the time of the closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the Merger.Pursuant to the PIPE Subscription Agreements, HUB has agreed to file (at HUB’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”) within 45 days of the closing of the Merger. HUB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practical, but no later than the earlier of (a) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies HUB that it will “review” the Registration Statement) and (b) ten (10) business days after HUB is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.Each PIPE Subscription Agreement would terminate upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties thereto to terminate the Subscription Agreement, or (c) 90 days after the Termination Date.Please see the Form 8-K filed with the SEC on March 23, 2022 for additional information.

0.0333 500000 0.040 750000 4346344 750000 1 1

221582000

7.61

0.0001

50000000

10.00

P45D 90 120 10 P90D

Note 6 — Stockholders’ EquityCommon Stock – On October 4, 2021, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 50,000,000 shares of Common Stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, 4,908,700 shares issued and outstanding of Common Stock were held by the Sponsor, certain officers and directors of the Company and the Representative. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the initial public offering of Units if the Company did not fully exercise their over-allotment option.Holders of the common shares will vote on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that holders of the common shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Common Stock equals or exceeds $10.20”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Common Stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Common Stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Common Stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.The Private Placement Warrants are identical to the Public Warrants.Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">In whole and not in part;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">At a price of $0.01 per warrant;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Upon a minimum of 30 days’ prior written notice of redemption; and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">if, and only if the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds$18.00 per share (as adjusted).</td></tr></table><div style="margin-top:12pt;"/>The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">in whole and not in part;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;width:100%;border:0pt;"><tr><td style="width:18pt;"/><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of common stock shall mean the volume-weighted average price of Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Common Stock per warrant (subject to adjustment).</td></tr></table><div style="margin-top:12pt;"/>In no event will the Company be required to net cash settle any warrant. 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.At March 31, 2022 and December 31, 2021, there were 17,250,000 Public Warrants outstanding and 596,200 Private Warrants outstanding. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock.

50000000

0.0001

4908700

562500 P30D P12M P60D

10.20

P15D P60D

11.50

P5Y

9.20 60 9.20 1.15 10.00 18.00 1 1.80 18.00 0.01 P30D P20D 18.00 10.00 0.10 P30D 10.00 18.00 0.361

17250000

596200

Note 7 — Fair Value MeasurementsThe following table presents information about the Company’s financial assets consisting of marketable securities held in trust that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy:March 31, 2022<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Quoted</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Significant</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Significant</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Prices in</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Other</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Other</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Active</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Observable</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Unobservable</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Markets</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Inputs</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Inputs</td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Description</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 1)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 2)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 3)</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;">Assets:</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;margin:0pt;padding:0pt;">U.S. Treasury Bills</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;background:#cceeff;margin:0pt;padding:0pt;"> 175,970,248</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;background:#cceeff;margin:0pt;padding:0pt;"> —</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;background:#cceeff;margin:0pt;padding:0pt;"> —</td></tr></table>December 31, 2021<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Quoted</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Significant</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Significant</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Prices in</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Other</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Other</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Active</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Observable</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Unobservable</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Markets</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Inputs</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Inputs</td></tr><tr><td style="vertical-align:bottom;width:65.16%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Description</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 1)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 2)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 3)</td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;margin:0pt;padding:0pt;">Assets:</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;">U.S. Treasury Bills</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"> 175,953,520</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"> —</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"> —</td></tr></table>Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the periods from January 1, 2022 through March 31, 2022 and February 10, 2021 (inception) through December 31, 2021, respectively.

March 31, 2022<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Quoted</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Significant</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Significant</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Prices in</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Other</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Other</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Active</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Observable</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Unobservable</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Markets</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Inputs</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Inputs</td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Description</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 1)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 2)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 3)</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;">Assets:</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;margin:0pt;padding:0pt;">U.S. Treasury Bills</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;background:#cceeff;margin:0pt;padding:0pt;"> 175,970,248</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;background:#cceeff;margin:0pt;padding:0pt;"> —</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;background:#cceeff;margin:0pt;padding:0pt;"> —</td></tr></table>December 31, 2021<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Quoted</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Significant</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Significant</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Prices in</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Other</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Other</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Active</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Observable</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Unobservable</td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;margin:0pt;padding:0pt;">Markets</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;margin:0pt;padding:0pt;">Inputs</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;margin:0pt;padding:0pt;">Inputs</td></tr><tr><td style="vertical-align:bottom;width:65.16%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">Description</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:11.33%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 1)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 2)</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:9.02%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(Level 3)</td></tr><tr><td style="vertical-align:bottom;width:65.16%;background:#cceeff;margin:0pt;padding:0pt;">Assets:</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;background:#cceeff;margin:0pt;padding:0pt;"> </td></tr><tr><td style="vertical-align:bottom;width:65.16%;margin:0pt;padding:0pt;">U.S. Treasury Bills</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:10.27%;margin:0pt;padding:0pt;"> 175,953,520</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.05%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.94%;margin:0pt;padding:0pt;"> —</td><td style="vertical-align:bottom;white-space:nowrap;width:1.82%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.2%;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:7.82%;margin:0pt;padding:0pt;"> —</td></tr></table>

175970248

175953520

Note 8 — Subsequent EventsManagement has evaluated the impact of subsequent events through May 13, 2022, the date that the unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

(1) Includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6). (1) For the period February 10, 2021 (inception) through March 31, 2021, this number excludes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6).