Commitments & Contingencies	6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 8 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Units (and their underlying securities), Representative Shares (As defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement signed on the effective date of the Registration Statements. The holders of a majority of these securities will be entitled to make up to two demands that the Company 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 Private Units and units issued 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 an Initial Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units. On December 23, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000. In addition, prior to the IPO, the Company issued to EarlyBirdCapital an aggregate of 380,000 shares of common stock (the “Representative Shares”) at approximately $0.0001 per share. 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 the date of the effectiveness of the Registration Statements 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 offering, 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 effective date of the Registration Statements, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s 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 Company’s 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 Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might 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 the Company’s officers or directors, including Ackrell Capital) that assist the Company in identifying or consummating an Initial Business Combination. Capital Markets Advisors Agreements On April 26, 2021, the Company engaged Nomura Securities International, Inc. (“Nomura”) as an advisor to assist the Company with identifying and assessing potential Business Combination targets. Upon the closing of the Business Combination, the Company will pay Nomura a variable transaction fee of up to $10 million based on the transaction value of the Business Combination, with a minimum transaction fee of $5 million which may be reduced by up to $750,000 to cover the Company’s costs to obtain fairness opinion(s). Additionally, on September 9, 2021, the Company engaged Nomura and Barclays Capital Inc. (“Barclays”) to serve as exclusive capital markets advisors and exclusive joint placement agents in connection with the Company’s proposed Blackstone Business Combination. On May 24, 2022, Barclays resigned as joint capital markets advisor and co-placement agent to the Company pursuant to the terms of its engagement and waived payment of all fees and reimbursement of expenses under the engagement. On June 12, 2022, the Company amended the terms of its engagement letter with Nomura, pursuant to which Nomura agreed to act as placement agent for a private placement of the Company’s securities in connection with the proposed Blackstone Business Combination until the earlier of (i) June 12, 2023; (ii) the consummation of the private placement; or (iii) the termination of Nomura’s engagement in accordance with the terms of the engagement letter. Under the PIPE engagement letter the Company agreed to pay Nomura a fee equal to five percent (5%) of the gross proceeds from the sale of securities in the private placement to investors introduced by Nomura (excluding those covered by the original engagement letter) and to reimburse Nomura’s expenses (including counsel fees) up to an aggregate of $250,000 upon the earlier of the consummation of the proposed Blackstone Business Combination, the liquidation and dissolution of the Company in accordance with its governing documents and termination of the engagement letter in accordance with its terms. Additionally, the Company has engaged Telsey Advisory Group (“Telsey”) to provide capital markets advisory services in connection with the proposed Blackstone Business Combination. The Company will pay Telsey a fixed fee of $650,000, of which $50,000 is payable within thirty days of Telsey completing its capital markets advisory services and the remaining $600,000 is payable upon the consummation of the proposed Blackstone Business Combination. Consulting Agreements On December 13, 2021, the Company engaged FS Global Credit Opportunities Fund (“FS”) to act as consultant with respect to the Newco convertible notes, the terms of which were amended on December 22, 2021 ("FS Consulting Agreement”). Pursuant to the FS Consulting Agreement, the Company will pay FS a fixed fee of $1,750,000 no later than the closing date of the Blackstone Business Combination, provided that no fee shall be payable if the Company requests FS to purchase up to $50,000,000 of Newco convertible notes on the terms set forth in the Subscription Agreement and FS does not purchase such Newco convertible notes. At the option of FS, all or any portion of such fee may be structured as original issue discount against the purchase price to be paid for the Newco convertible notes that may be purchased by FS or its affiliates. Additionally, the Company will reimburse FS’ for all reasonable and documented out-of-pocket costs and expenses, including counsel fees. On July 15, 2022, the Company has engaged Ingalls & Snyder, LLC (“I&S") to provide marketing and consulting services with respect to the Blackstone Business Combination. The Company will pay I&S a flat fee of $240,000 upon satisfactory completion of the marketing and consulting services but in any event no later than September 23, 2022. The Company shall not be obligated to reimburse I&S for any out-of-pocket expenses. Promissory Notes - Blackstone On March 16, 2022, the Company issued an unsecured promissory note in the principal amount of $1,380,000 to Blackstone (the “Blackstone Extension Loan”). As of June 30, 2022, the Company had drawn down the full $1,380,000 on the Blackstone Extension Loan. The Blackstone Extension Loan is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the Blackstone Extension Loan and the principal balance of the Blackstone Extension Loan will be forgiven. On April 6, 2022, the Company issued another unsecured promissory note in the principal amount of $115,000 to Blackstone. The proceeds of this note were used to pay outstanding Nasdaq fees owed by the Company. The note is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event that the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the note and the principal balance of the note will be forgiven. On April 27, 2022, the Company issued another unsecured promissory note, the terms of which were later amended and restated on May 11, 2022, in the principal amount of $385,000 to Blackstone. The proceeds of this note will be used as working capital to fund the continued operations of the Company. The note is non-interest bearing and payable in cash upon the earlier of i) the closing of the Company’s Initial Business Combination, or ii) September 23, 2022. On June 21, 2022, the Company issued another unsecured promissory note in the principal amount of up to $600,000 to Blackstone (the “Second Blackstone Extension Loan”). The proceeds of this note will be used to extend the period during which the Company may consummate its initial Business Combination from June 23, 2022 to September 23, 2022. The note is non-interest bearing and payable in cash upon the earlier of i) the consummation of the Company’s Initial Business Combination, or ii) September 23, 2022. As of June 30, 2022, the Company had drawn down $200,000 on this promissory note. On July 22, 2022, the Company drew down an additional $200,000 on this promissory note, for an aggregate amount of $400,000 (see Note 11).

Commitments & Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Note 8 — Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Units (and their underlying securities), Representative Shares (As defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement signed on the effective date of the Registration Statements. The holders of a majority of these securities will be entitled to make up to two demands that the Company 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 Private Units and units issued 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 an Initial Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units.

On December 23, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000.

In addition, prior to the IPO, the Company issued to EarlyBirdCapital an aggregate of 380,000 shares of common stock (the “Representative Shares”) at approximately $0.0001 per share.

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 the date of the effectiveness of the Registration Statements 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 offering, 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 effective date of the Registration Statements, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s 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 Company’s 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 Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might 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 the Company’s officers or directors, including Ackrell Capital) that assist the Company in identifying or consummating an Initial Business Combination.

Capital Markets Advisors Agreements

On April 26, 2021, the Company engaged Nomura Securities International, Inc. (“Nomura”) as an advisor to assist the Company with identifying and assessing potential Business Combination targets. Upon the closing of the Business Combination, the Company will pay Nomura a variable transaction fee of up to $10 million based on the transaction value of the Business Combination, with a minimum transaction fee of $5 million which may be reduced by up to $750,000 to cover the Company’s costs to obtain fairness opinion(s).

Additionally, on September 9, 2021, the Company engaged Nomura and Barclays Capital Inc. (“Barclays”) to serve as exclusive capital markets advisors and exclusive joint placement agents in connection with the Company’s proposed Blackstone Business Combination. On May 24, 2022, Barclays resigned as joint capital markets advisor and co-placement agent to the Company pursuant to the terms of its engagement and waived payment of all fees and reimbursement of expenses under the engagement. On June 12, 2022, the Company amended the terms of its engagement letter with Nomura, pursuant to which Nomura agreed to act as placement agent for a private placement of the Company’s securities in connection with the proposed Blackstone Business Combination until the earlier of (i) June 12, 2023; (ii) the consummation of the private placement; or (iii) the termination of Nomura’s engagement in accordance with the terms of the engagement letter. Under the PIPE engagement letter the Company agreed to pay Nomura a fee equal to five percent (5%) of the gross proceeds from the sale of securities in the private placement to investors introduced by Nomura (excluding those covered by the original engagement letter) and to reimburse Nomura’s expenses (including counsel fees) up to an aggregate of $250,000 upon the earlier of the consummation of the proposed Blackstone Business Combination, the liquidation and dissolution of the Company in accordance with its governing documents and termination of the engagement letter in accordance with its terms.

Additionally, the Company has engaged Telsey Advisory Group (“Telsey”) to provide capital markets advisory services in connection with the proposed Blackstone Business Combination. The Company will pay Telsey a fixed fee of $650,000, of which $50,000 is payable within thirty days of Telsey completing its capital markets advisory services and the remaining $600,000 is payable upon the consummation of the proposed Blackstone Business Combination.

Consulting Agreements

On December 13, 2021, the Company engaged FS Global Credit Opportunities Fund (“FS”) to act as consultant with respect to the Newco convertible notes, the terms of which were amended on December 22, 2021 ("FS Consulting Agreement”). Pursuant to the FS Consulting Agreement, the Company will pay FS a fixed fee of $1,750,000 no later than the closing date of the Blackstone Business Combination, provided that no fee shall be payable if the Company requests FS to purchase up to $50,000,000 of Newco convertible notes on the terms set forth in the Subscription Agreement and FS does not purchase such Newco convertible notes. At the option of FS, all or any portion of such fee may be structured as original issue discount against the purchase price to be paid for the Newco convertible notes that may be purchased by FS or its affiliates. Additionally, the Company will reimburse FS’ for all reasonable and documented out-of-pocket costs and expenses, including counsel fees.

On July 15, 2022, the Company has engaged Ingalls & Snyder, LLC (“I&S") to provide marketing and consulting services with respect to the Blackstone Business Combination. The Company will pay I&S a flat fee of $240,000 upon satisfactory completion of the marketing and consulting services but in any event no later than September 23, 2022. The Company shall not be obligated to reimburse I&S for any out-of-pocket expenses.

Promissory Notes - Blackstone

On March 16, 2022, the Company issued an unsecured promissory note in the principal amount of $1,380,000 to Blackstone (the “Blackstone Extension Loan”). As of June 30, 2022, the Company had drawn down the full $1,380,000 on the Blackstone Extension Loan. The Blackstone Extension Loan is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the Blackstone Extension Loan and the principal balance of the Blackstone Extension Loan will be forgiven.

On April 6, 2022, the Company issued another unsecured promissory note in the principal amount of $115,000 to Blackstone. The proceeds of this note were used to pay outstanding Nasdaq fees owed by the Company. The note is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event that the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the note and the principal balance of the note will be forgiven.

On April 27, 2022, the Company issued another unsecured promissory note, the terms of which were later amended and restated on May 11, 2022, in the principal amount of $385,000 to Blackstone. The proceeds of this note will be used as working capital to fund the continued operations of the Company. The note is non-interest bearing and payable in cash upon the earlier of i) the closing of the Company’s Initial Business Combination, or ii) September 23, 2022.

On June 21, 2022, the Company issued another unsecured promissory note in the principal amount of up to $600,000 to Blackstone (the “Second Blackstone Extension Loan”). The proceeds of this note will be used to extend the period during which the Company may consummate its initial Business Combination from June 23, 2022 to September 23, 2022. The note is non-interest bearing and payable in cash upon the earlier of i) the consummation of the Company’s Initial Business Combination, or ii) September 23, 2022. As of June 30, 2022, the Company had drawn down $200,000 on this promissory note. On July 22, 2022, the Company drew down an additional $200,000 on this promissory note, for an aggregate amount of $400,000 (see Note 11).