0001213900-22-027591 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2022	May 13, 2022
Document Information Line Items
Entity Registrant Name	SOUNDHOUND AI, INC.
Trading Symbol	SOUN
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001840856
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40193
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1286799
Entity Address, Address Line One	5400 Betsy Ross Drive
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	441-3200
Title of 12(b) Security	Class A Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		155,748,341
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		40,396,600

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalent	$ 18,129	$ 235,295
Prepaid expenses	78,566	98,066
Total current assets	96,695	333,361
Marketable securities held in Trust Account	133,022,440	133,010,583
Total Assets	133,119,135	133,343,944
Current liabilities
Accrued liabilities	503,071	247,868
Due to related party		1,816
Total current liabilities	503,071	249,684
Warrant liability	154,768	247,514
Total liabilities	657,839	497,198
Commitments and Contingencies
Common stock subject to possible redemption, 13,300,000 shares at redemption value as of March 31, 2022 and December 31, 2021	133,022,440	133,010,583
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares and 31,000,000 shares authorized, 4,161,000 shares issued and outstanding (excluding 13,300,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021	416	416
Additional paid-in-capital	806,490	818,347
Accumulated deficit	(1,368,050)	(982,600)
Total Stockholders’ Deficit	(561,144)	(163,837)
Total Liabilities and Stockholders’ Deficit	$ 133,119,135	$ 133,343,944

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Formation and operating costs	$ 490,053	$ 81,441
Loss from operations	(490,053)	(81,441)
Other income (expense)
Trust interest income	11,857	525
Unrealized gain (loss) on change in fair value of warrants	92,746	(3,117)
Total other income (expense)	104,603	(2,592)
Net loss	$ (385,450)	$ (84,033)
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	13,300,000	2,306,667
Basic and diluted net (loss) income per share attributable to common stock subject to redemption (in Dollars per share)	$ (0.02)	$ 3.41
Basic and diluted weighted average shares outstanding, common stock (in Shares)	4,161,000	3,342,133
Basic and diluted net loss per share attributable to common stockholders (in Dollars per share)	$ (0.02)	$ (2.38)

Unaudited Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020			$ (716)	$ (716)
Balance (in Shares) at Dec. 31, 2020
Sale of 12,000,000 Units through IPO	$ 1,200	119,998,800		120,000,000
Sale of 12,000,000 Units through IPO (in Shares)	12,000,000
Sale of 1,300,000 Units through over-allotment	$ 130	12,999,870		13,000,000
Sale of 1,300,000 Units through over-allotment (in Shares)	1,300,000
Sale of 416,000 Private Units in private placement	$ 42	4,159,958		4,160,000
Sale of 416,000 Private Units in private placement (in Shares)	416,000
Issuance of representative shares	$ 42	2,024,421		2,024,463
Issuance of representative shares (in Shares)	420,000
Common stock issued to initial stockholders	$ 345	24,655		25,000
Common stock issued to initial stockholders (in Shares)	3,450,000
Forfeiture of founder shares	$ (13)	13
Forfeiture of founder shares (in Shares)	(125,000)
Underwriting fee		(2,660,000)		(2,660,000)
Offering costs charged to the stockholders’ equity		(2,449,810)		(2,449,810)
Initial classification of warrant liability		(270,307)		(270,307)
Reclassification of offering costs related to Public Shares		4,779,936		4,779,936
Net loss			(84,033)	(84,033)
Initial value of common stock subject to possible redemption	$ (1,330)	(124,412,583)		(124,413,913)
Initial value of common stock subject to possible redemption (in Shares)	(13,300,000)
Accretion of common stock to redemption value		(13,366,023)		(13,366,023)
Accretion of common stock to redemption value (interest earned on trust account)		(525)		(525)
Balance at Mar. 31, 2021	$ 416	828,405	(84,749)	744,072
Balance (in Shares) at Mar. 31, 2021	4,161,000
Balance at Dec. 31, 2021	$ 416	818,347	(982,600)	(163,837)
Balance (in Shares) at Dec. 31, 2021	4,161,000
Net loss			(385,450)	(385,450)
Accretion of common stock to redemption value (interest earned on trust account)		(11,857)		(11,857)
Balance at Mar. 31, 2022	$ 416	$ 806,490	$ (1,368,050)	$ (561,144)
Balance (in Shares) at Mar. 31, 2022	4,161,000

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended
Unaudited Condensed Statements of Cash Flows - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash flows from Operating Activities:
Net loss	$ (385,450)	$ (84,033)
Adjustments to reconcile net loss to net cash used in operating activities
Unrealized (gain) loss on change in fair value of warrants	(92,746)	3,117
Interest earned on marketable securities held in Trust Account	(11,857)	(525)
Changes in current assets and current liabilities:
Prepaid expenses	19,500	(165,713)
Accrued liabilities	255,203	54,815
Due to related party	(1,816)	6,381
Net cash used in operating activities	(217,166)	(185,958)
Cash Flows from Investing Activities:
Investment held in Trust Account		(133,000,000)
Net cash used in investing activities		(133,000,000)
Cash flows from Financing Activities:
Proceeds from IPO and over-allotment		133,000,000
Payment of underwriting fees		(2,660,000)
Proceeds from private placement		4,160,000
Proceeds from issuance of promissory note to related party		125,000
Payment to promissory note to related party		(125,000)
Proceeds from issuance of common stock to initial stockholders		25,000
Payment of deferred offering costs		(375,347)
Net cash provided by financing activities		134,149,653
Net change in cash	(217,166)	963,695
Cash, beginning of the period	235,295
Cash, end of the period	18,129	963,695
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption		124,413,913
Reclassification of offering costs related to Public Shares		(4,779,936)
Accretion of common stock to redemption value		13,366,023
Accretion of common stock to redemption value (interest earned on trust account)	$ 11,857	525
Forfeiture of founder shares		13
Initial classification of warrant liability		270,307
Deferred offering costs included in accrued expenses		$ 50,000

Organization and Business Operations

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Archimedes Tech SPAC Partners Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States.

The Company has selected December 31 as its fiscal year end.

As of March 31, 2022, the Company had not commenced any revenue-generating operations. All activity for the period from September 15, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective 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 IPO and will recognize changes in the fair value of warrant liability as other income or expense, as applicable.

On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc. (“SoundHound”), a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”). The total consideration to be paid by the Company to SoundHound is $2,000,000,000 in equity of the Company, with outstanding SoundHound stock options and warrants included on a net exercise basis.

On April 26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement. The aggregate merger consideration paid by the Company to SoundHound security holders in connection with the Business Combination was an amount equal to $2,000,000,000, with outstanding SoundHound stock options and warrants assumed by the company included on a net exercise basis. As a result of the Business Combination, the Company owns 100% of the outstanding common stock of SoundHound and the Company changed its name from “Archimedes Tech SPAC Partners Co.” to “SoundHound AI, Inc” (See Note 9).

The Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

References to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See Note 7).

Financing

The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). As discussed in Note 3, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000.

Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,900,000, which is discussed in Note 4. Each Private Unit consists of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”).

Transaction costs amounted to $4,849,810 consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs.

The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments, if any. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred transaction costs of $260,000 in underwriting discount. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000.

On April 26, 2022, in connection with the Company’s Business Combination, an aggregate of $127,679,500 was paid from the Company’s Trust Account (see below) to holders that properly exercised their right to have their Public Shares redeemed, with a remaining Trust Account balance of approximately $5,356,628 (the “Trust Proceeds”). Additionally, pursuant to subscription agreements the Company had previously entered into with certain accredited investors (the “Subscribers”), the Subscribers purchased an aggregate of 11,300,000 shares of Class A Common Stock of the combined company for a purchase price of $10.00 per share in a private placement that closed concurrently with the Business Combination, for total gross proceeds of $113,000,000 (the “PIPE Proceeds”). The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9).

Trust Account

Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds held in the Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

On April 26, 2022, in connection with the Company’s Business Combination, an aggregate of $127,679,500 was paid from the Company’s Trust Account to holders that properly exercised their right to have their Public Shares redeemed, resulting in Trust Proceeds of approximately $5,356,628 (See Note 9).

Initial Business Combination

On April 26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement. As a result of the Business Combination, the registrant owns 100% of the outstanding common stock of SoundHound and the registrant changed its name from “Archimedes Tech SPAC Partners Co.” to “SoundHound AI, Inc.” In connection with the Company’s Business Combination, the Company received approximately $5,356,628 in Trust Proceeds and $113,000,000 in PIPE Proceeds. The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9).

Liquidity and Going Concern

As of March 31, 2022, the Company had cash outside the Trust Account of $18,129 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of March 31, 2022, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

On April 21, 2022, SPAC Partners LLC (“SP”), an affiliate of the Company’s Chief Executive Officer, agreed to loan the Company $167,955 to be used for tax payments (the “SP Promissory Note”). The SP Promissory Note is non-interest bearing and payable in cash upon the closing of the Company’s Business Combination. In the event the Company fails to complete a Business Combination prior to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of the SP Promissory Note will be forgiven.

On April 26, 2022, in connection with the Company’s Business Combination, the Company received approximately $5,356,628 in Trust Proceeds and $113,000,000 in PIPE Proceeds. The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9).

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 5), advances from the Sponsor in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account. Subsequent to the consummation of the Company’s Business Combination on April 26, 2022, the Company’s liquidity needs have been satisfied through the remaining Trust Proceeds and PIPE Proceeds after payment of expenses in connection with the Business Combination (See Note 9).

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.

The Company anticipates that the $18,129 outside of the Trust account as of March 31, 2022, combined with the net Trust Proceeds and PIPE Proceeds that the Company received upon the consummation of the Company’s Business Combination on April 26, 2022, will be sufficient to allow the Company to operate for at least the next 12 months.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited 2021 financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 9, 2022.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $18,129 and $235,295 of cash held outside of the Trust Account as of March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents held outside of the Trust Account as of March 31, 2022 or December 31, 2021.

Marketable Securities Held in Trust Account

At March 31, 2022 and December 31, 2021, the Company had 133,022,440 and $133,010,583 in the Trust Account which may be utilized for Business Combination. As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds.

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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

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

●

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

●

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

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

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, and due to related party are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments.

The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 6 for additional information on assets, liabilities and Representative Shares measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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 the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76.2% for the Public Shares and 23.8% for the founder non-redeemable shares for the three months ended March 31, 2022, and a ratio of 40.8% for the Public Shares and 59.2% for the founder non-redeemable shares for the three months ended March 31, 2021, respectively, reflective of the respective participation rights.

The earnings per share presented in the statements of operations is based on the following:

	For the three months ended March 31, 2022			For the three months ended March 31, 2021
Net loss	$	(385,450	)	$	(84,033	)
Accretion of temporary equity to redemption value		(11,857	)		(13,366,548	)
Net loss including accretion of temporary equity to redemption value	$	(397,307	)	$	(13,450,581	)

	For the three months ended March 31, 2022						For the three months ended March 31, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(302,628	)	$	(94,679	)	$	(5,492,495	)	$	(7,958,086	)
Accretion of temporary equity to redemption value		11,857			-			13,366,548			-
Allocation of net income (loss)	$	(290,771	)	$	(94,679	)	$	7,874,053		$	(7,958,086	)

Denominator:
Weighted-average shares outstanding		13,300,000			4,161,000			2,306,667			3,342,133
Basic and diluted net income (loss) per share	$	(0.02	)	$	(0.02	)	$	3.41		$	(2.38	)

In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.

As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs).

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred additional transaction costs of $260,000 in underwriting discount.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6 — Fair Value Measurements

Non-Recurring Fair Value Measurement

The following table presents information about the Company’s Representative Shares that were measured at fair value on a non-recurring basis as of January 13, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	January 13,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Stockholders’ Equity:
Representative Shares	$	2,024,463	$	-	$	-	$	2,024,463
	$	2,024,463	$	-	$	-	$	2,024,463

The estimated fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected restricted term of the Representative Shares. The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and likelihood of completing the IPO and a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021:

Input	January 13, 2021
Restricted term (years)		1.11
Expected volatility		12.5	%
Risk-free interest rate		0.12	%
Stock price	$	9.37
Dividend yield		0	%

Recurring Fair Value Measurement

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Mutual Fund held in Trust Account	$	133,022,440	$	133,022,440	$	-	$	-
	$	133,022,440	$	133,022,440	$	-	$	-
Liabilities:
Warrant Liability	$	154,768	$	-	$	-	$	154,768
	$	154,768	$	-	$	-	$	154,768

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Mutual Fund held in Trust Account	$	133,010,583	$	133,010,583	$	-	$	-
	$	133,010,583	$	133,010,583	$	-	$	-
Liabilities:
Warrant Liability	$	247,514	$	-	$	-	$	247,514
	$	247,514	$	-	$	-	$	247,514

The estimated fair value of the warrant liability on March 31, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021:

Input	March 15, 2021
Expected term (years)		5.99
Expected volatility		24.3	%
Risk-free interest rate		1.06	%
Stock price	$	9.36
Dividend yield		0	%
Exercise price	$	11.5

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021:

Input	December 31, 2021
Expected term (years)		5.30
Expected volatility		19.5	%
Risk-free interest rate		1.29	%
Stock price	$	9.58
Dividend yield		0	%
Exercise price	$	11.5

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 31, 2022:

Input	March 31, 2022
Expected term (years)		5.09
Expected volatility		10.4	%
Risk-free interest rate		2.42	%
Stock price	$	9.77
Dividend yield		0	%
Exercise price	$	11.5

The following table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2022:

	Warrant Liability
Fair value as of December 31, 2021	$	247,514
Change in fair value		(92,746	)

Fair value as of March 31, 2022	$	154,768

The following table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2021:

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial valuation of warrant liability		270,307
Change in fair value		3,117

Fair value as of March 31, 2021	$	273,424

- 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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March 10, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). On March 15, 2021, the Company paid, in aggregate, a fixed underwriting discount of $2,400,000.

On March 19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were, in aggregate, paid a fixed underwriting discount of $260,000.

EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination.

In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that have not been identified at the time of the IPO.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.

Representative Shares

On January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase price of $0.0001 per share (the “Representative Shares”). The fair value of the Representative Shares was determined to be $2,024,463 (See Note 6). On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following March 10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period.

Business Combination Legal Services Agreement

On July 1, 2021, the Company entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. For the three-month period ended March 31, 2022, the Company had accrued a total of $100,000 of legal fees.

Consulting Agreement

On March 16, 2021, the Company entered into a consulting agreement with Dr. Julia, a director of the Company, pursuant to which Dr. Julia agreed to introduce to the Company one or more potential candidates for the Company to pursue regarding a potential business combination in exchange for a single consulting fee equal to 1.0% of the enterprise value of the target company paid in cash, not to exceed 2.0% of the Trust Account, payable concurrent with the closing of the business combination with the target introduced by Dr. Julia. On November 15, 2021, the Company entered into a Merger Agreement with SoundHound, which Dr. Julia had introduced to the Company. Pursuant to the consulting agreement, upon the closing of the Business Combination, Dr. Julia will be entitled to a finder’s fee of $2,660,000.

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 8 — Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock at par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were 4,161,000 shares of common stock issued and outstanding, excluding 13,300,000 shares of common stock subject to possible redemption.

Public Warrants

Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise.

The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant,

●

at any time after the warrants become exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

●

If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

In addition, if (x) the Company issues additional shares of 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 (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Fair Value Measurements

Fair Value Measurements

●

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

●

Concentration of Credit Risk

Concentration of Credit Risk

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

The earnings per share presented in the statements of operations is based on the following:

	For the three months ended March 31, 2022			For the three months ended March 31, 2021
Net loss	$	(385,450	)	$	(84,033	)
Accretion of temporary equity to redemption value		(11,857	)		(13,366,548	)
Net loss including accretion of temporary equity to redemption value	$	(397,307	)	$	(13,450,581	)

	For the three months ended March 31, 2022						For the three months ended March 31, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(302,628	)	$	(94,679	)	$	(5,492,495	)	$	(7,958,086	)
Accretion of temporary equity to redemption value		11,857			-			13,366,548			-
Allocation of net income (loss)	$	(290,771	)	$	(94,679	)	$	7,874,053		$	(7,958,086	)

Denominator:
Weighted-average shares outstanding		13,300,000			4,161,000			2,306,667			3,342,133
Basic and diluted net income (loss) per share	$	(0.02	)	$	(0.02	)	$	3.41		$	(2.38	)

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

Risks and Uncertainties

Risks and Uncertainties

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Organization and Business Operations (Details) - USD ($)		1 Months Ended				3 Months Ended
	Mar. 15, 2021	Apr. 26, 2022	Apr. 21, 2022	Nov. 15, 2021	Mar. 19, 2021	Mar. 31, 2022	Mar. 31, 2021	Apr. 09, 2022
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)							12,000,000
Common stock per share (in Dollars per share)						$ 11.5
Transaction costs amounted						$ 4,849,810
Underwriting discount						2,400,000
Other offering costs						2,449,810
Percentage of redemption					100.00%
Working capital amount						18,129
Payment of sponsor						25,000
Unsecured promissory note amount						125,000
Trust account						$ 18,129
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	12,000,000					390,000
Per share price (in Dollars per share)	$ 10					$ 10
Generating gross proceeds	$ 120,000,000					$ 3,900,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)					$ 10
Generating gross proceeds					$ 260,000
Purchase of additional units (in Shares)						1,800,000
Purchase of shares (in Shares)					1,300,000
Cash underwriting fees					$ 260,000
Sale of additional units (in Shares)					26,000
Net proceeds					$ 133,000,000
Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)								$ 10
Purchase of additional units (in Shares)		11,300,000
Aggregate paid amount		$ 127,679,500
Purchased aggregate shares (in Shares)		11,300,000
Purchase price per share (in Dollars per share)		$ 10
Approximately amount		$ 5,356,628
Outstanding percentage		100.00%
Received amount		$ 5,356,628
PIPE proceeds amount		$ 113,000,000
Tax payments			$ 167,955
Merger Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Total consideration yet to be paid				$ 2,000,000,000
Business Combination [Member] \| Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
Acquired business, percentage		100.00%
Received amount		$ 5,356,628
PIPE proceeds amount		113,000,000
SoundHound [Member] \| Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
Outstanding amount		$ 2,000,000,000
Per share price (in Dollars per share)		$ 10
Early Bird Capital [Member] \| Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds					$ 13,000,000
Trust Account [Member] \| Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
Aggregate paid amount		$ 127,679,500
Remaining balance		5,356,628
Subsidiaries [Member]
Organization and Business Operations (Details) [Line Items]
Total gross proceeds		$ 113,000,000

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items]
Net loss	$ (385,450)	$ (84,033)
Accretion of temporary equity to redemption value	(11,857)	(13,366,548)
Net loss including accretion of temporary equity to redemption value	$ (397,307)	$ (13,450,581)
Denominator:
Weighted-average shares outstanding (in Shares)	4,161,000	3,342,133
Redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	$ (302,628)	$ (5,492,495)
Accretion of temporary equity to redemption value	11,857	13,366,548
Allocation of net income (loss)	$ (290,771)	$ 7,874,053
Denominator:
Weighted-average shares outstanding (in Shares)	13,300,000	2,306,667
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.02)	$ 3.41
Non-redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	$ (94,679)	$ (7,958,086)
Accretion of temporary equity to redemption value
Allocation of net income (loss)	$ (94,679)	$ (7,958,086)
Denominator:
Weighted-average shares outstanding (in Shares)	4,161,000	3,342,133
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.02)	$ (2.38)

Related Party Transactions (Details) - USD ($)					1 Months Ended	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 19, 2021	Mar. 10, 2021	Feb. 10, 2021	Jan. 04, 2021	Mar. 19, 2021	Mar. 31, 2022	Mar. 31, 2021	Apr. 21, 2022	Apr. 09, 2022	Dec. 31, 2021	Mar. 15, 2021	Feb. 01, 2021
Related Party Transactions (Details) [Line Items]
Shares of common stock (in Shares)							12,000,000
Common stock par value (in Dollars per share)						$ 0.0001				$ 0.0001
Public units (in Shares)	1,300,000
Forfeited shares (in Shares)					125,000
Description of founder shares						Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Loan amount												$ 100,000
Promissory note											$ 125,000
Related party transaction, description						The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units.
Aggregate fee						$ 10,000
Company recorded						$ 30,000	$ 7,097
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Loan amount				$ 300,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)									$ 10
Common stock par value (in Dollars per share)									$ 0.0001
Loan amount								$ 167,955
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Public units (in Shares)					1,300,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Payment of amount				$ 25,000
Price per share (in Dollars per share)				$ 0.009
Shares of common stock (in Shares)				2,875,000
Common stock par value (in Dollars per share)				$ 0.0001
Forfeited shares (in Shares)		450,000		375,000
Dividend per share (in Dollars per share)		$ 0.2
Aggregate of founder shares outstanding (in Shares)		3,450,000
Aggregate amount			$ 125,000
Promissory Note [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Loan amount			$ 25,000

Commitments and Contingencies (Details) - USD ($)							3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jul. 01, 2021	Mar. 19, 2021	Mar. 16, 2021	Mar. 15, 2021	Mar. 10, 2021	Jan. 13, 2021	Mar. 31, 2022	Mar. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights terms description							EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Units in shares								12,000,000
Fixed underwriting discount (in Dollars)				$ 2,400,000
Partially exercised the over-allotment option to purchase		1,300,000
Fixed underwriting discount (in Dollars)		$ 260,000
Percentage of escrow account							90.00%
Share price (in Dollars per share)				$ 10
Aggregate units in shares								416,000
Enterprise value percentage			1.00%
Trust account percentage			2.00%
Finder’s fee (in Dollars)			$ 2,660,000
Legal fee (in Dollars)							$ 100,000
Underwriters Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of agreement							EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full).
Units in shares							2,760,000
Underwriters Agreement [Member] \| Over-allotment [Member]
Commitments and Contingencies (Details) [Line Items]
Units in shares							2,400,000
Representative Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Number of shares						350,000
Share price (in Dollars per share)						$ 0.0001
Fair value (in Dollars)						$ 2,024,463
Dividend shares of common stock					0.2
Additional shares issued					70,000
Aggregate units in shares					420,000
Business Combination Marketing Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of business combination							The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.
Business Combination Legal Services Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of retainer fees	the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger.

Stockholders' Equity (Details) - $ / shares	3 Months Ended
Stockholders' Equity (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	31,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	4,161,000	4,161,000
Common stock, shares issued	4,161,000	4,161,000
Common stock, subject to possible redemption	13,300,000	13,300,000
Description of warrant	Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise.
Warrant redemption, Description	The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of 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 (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)			1 Months Ended
	Apr. 13, 2022	Apr. 09, 2022	Apr. 26, 2022	Apr. 18, 2022	Apr. 21, 2022
Subsequent Events (Details) [Line Items]
Agreed to sell, common stock (in Shares)		200,000
Common stock, par value (in Dollars per share)		$ 0.0001
Purchase price, per share (in Dollars per share)		$ 10
Gross proceeds		$ 2,000,000
Advisory fee		$ 500,000
Exceed percentage		2.00%
Advisory fee amount		$500,000
Remaining payable		$ 250,000
Installment		$ 41,667
Loan amount					$ 167,955
Trust proceeds			$ 5,356,628
Purchase of aggregate shares (in Shares)			11,300,000
Total gross proceeds			$ 113,000,000
Wedbush [Member]
Subsequent Events (Details) [Line Items]
Advisory fee amount		$750,000
IB CAP [Member]
Subsequent Events (Details) [Line Items]
Advisory fee amount	$550,000
CF&CO [Member]
Subsequent Events (Details) [Line Items]
Advisory fee amount				$750,000
SoundHound [Member]
Subsequent Events (Details) [Line Items]
Purchase price, per share (in Dollars per share)			$ 10
Stock option outstanding			$ 2,000,000,000
Outstanding percentage			100.00%
Trust account			$ 127,679,500

Unaudited Condensed Statements of Changes in Stockholders' Deficit (Parentheticals)	3 Months Ended
	Mar. 31, 2021 USD ($) shares
Statement of Stockholders' Equity [Abstract]
Sale of through IPO	12,000,000
Sale of over-allotment (in Dollars) \| $	$ 1,300,000
Sale of in private placement	416,000

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	13,300,000	13,300,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	31,000,000
Common stock, shares issued	4,161,000	4,161,000
Common stock, shares outstanding	4,161,000	4,161,000

Initial Public Offering (Details) - USD ($)		3 Months Ended
Initial Public Offering (Details) - USD ($)	Mar. 19, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 15, 2021
Initial Public Offering [Abstract]
Sale of public shares (in Shares)				12,000,000
Sale of public units price per share				$ 10
Warrants price per share				$ 11.5
Partially exercised the over-allotment option to purchase (in Shares)	1,300,000
Purchase price per public unit	$ 10
Gross proceeds (in Dollars)	$ 13,000,000		$ 25,000
Net proceeds (in Dollars)	$ 133,000,000

Private Placement (Details) - USD ($)	1 Months Ended	3 Months Ended
Private Placement (Details) - USD ($)	Mar. 19, 2021	Mar. 31, 2022
Private Placement (Details) [Line Items]
Purchased aggregate shares		390,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Generating gross proceeds		$ 3,900,000
EarlyBirdCapital [Member]
Private Placement (Details) [Line Items]
Purchase price per share	$ 10	$ 10
Additional shares of private units	26,000
Sponsor [Member] \| Maximum [Member]
Private Placement (Details) [Line Items]
Generating gross proceeds	$ 260,000

Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items]
Representative Shares (in Shares)	2,024,463
Total (in Shares)	2,024,463
U.S. Mutual Fund held in Trust Account	$ 133,022,440	$ 133,010,583
Total Assets	133,022,440	133,010,583
Warrant Liability	154,768	247,514
Total Liability	$ 154,768	247,514
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items]
Representative Shares (in Shares)
Total (in Shares)
U.S. Mutual Fund held in Trust Account	$ 133,022,440	133,010,583
Total Assets	133,022,440	133,010,583
Warrant Liability
Total Liability
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items]
Representative Shares (in Shares)
Total (in Shares)
U.S. Mutual Fund held in Trust Account
Total Assets
Warrant Liability
Total Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items]
Representative Shares (in Shares)	2,024,463
Total (in Shares)	2,024,463
U.S. Mutual Fund held in Trust Account
Total Assets
Warrant Liability	154,768	247,514
Total Liability	$ 154,768	$ 247,514

Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of changes in the fair value of the warrant liability [Abstract]
Fair value of beginning	$ 247,514
Initial valuation of warrant liability		270,307
Change in fair value	(92,746)	3,117
Fair value as of ending	$ 154,768	$ 273,424