Leafly (LFLY) S-1 11 Apr 22 IPO registration Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2021
Entity Listings [Line Items]
Document Type	S-1
Entity Registrant Name	Leafly Holdings, Inc. /DE
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001785592
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 175,886	$ 171,540
Prepaid expenses and other current assets	182,010	99,735
Total Current Assets	357,896	271,275
Cash and marketable securities held in Trust Account	90,849,312	130,681,047
TOTAL ASSETS	91,207,208	130,952,322
Current liabilities
Accounts payable and accrued expenses	1,602,001	147,830
Income taxes payable	0	5,883
Advances from related party	16,458	16,458
Promissory note – related party	800,339	339
Total Current Liabilities	2,418,798	170,510
Derivative liability	2,174,989	0
Warrant liability	6,982,603	3,950,311
Deferred tax liability	0	432
TOTAL LIABILITIES	11,576,390	4,121,253
Commitments
Common stock subject to possible redemption (9,074,117 and 13,001,552 shares at redemption value as of December 31, 2021 and 2020, respectively)	90,830,542	130,544,959
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,370,388 and 3,370,388 shares issued and outstanding (excluding 9,074,117 and 13,001,552 shares subject to possible redemption) at December 31, 2021 and 2020, respectively	337	337
Additional paid-in capital	0	0
Accumulated deficit	(11,200,061)	(3,714,227)
Total Stockholders' Deficit	(11,199,724)	(3,713,890)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS' DEFICIT	$ 91,207,208	$ 130,952,322

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption (in shares)	9,074,117	13,001,552
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	50,000,000	50,000,000
Common stock, issued (in shares)	3,370,388	3,370,388
Common stock, outstanding (in shares)	3,370,388	3,370,388

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Operating costs	$ 2,699,363	$ 661,218
Loss from operations	(2,699,363)	(661,218)
Other income (expense):
Interest earned on marketable securities held in Trust Account	29,303	787,350
Unrealized gain on marketable securities held in Trust Account	0	2,056
Change in fair value of warrant liability	(3,032,292)	(1,975,156)
Other expense, net	(3,002,989)	(1,185,750)
Loss before provision for income taxes	(5,702,352)	(1,846,968)
Provision for income taxes	0	(27,112)
Net loss	$ (5,702,352)	$ (1,874,080)
Basic weighted average shares outstanding, Common stock subject to possible redemption (in shares)	12,695,279	13,001,552
Diluted weighted average shares outstanding, Common stock subject to possible redemption (in shares)	12,695,279	13,001,552
Basic net loss per share, Common stock subject to possible redemption (in usd per share)	$ (0.35)	$ (0.11)
Diluted net loss per share, Common stock subject to possible redemption (in usd per share)	$ (0.35)	$ (0.11)
Basic weighted average shares outstanding, Common Stock (in shares)	3,370,388	3,370,388
Diluted weighted average shares outstanding, Common Stock (in shares)	3,370,388	3,370,388
Basic net loss per share, Common Stock (in usd per share)	$ (0.35)	$ (0.11)
Diluted net loss per share, Common Stock (in usd per share)	$ (0.35)	$ (0.11)

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance (in shares) at Dec. 31, 2019		3,370,388
Balance at Dec. 31, 2019	$ (1,492,213)	$ 337	$ 0	$ (1,492,550)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of common stock to redemption amount	(347,597)			(347,597)
Net loss	(1,874,080)			(1,874,080)
Balance (in shares) at Dec. 31, 2020		3,370,388
Balance at Dec. 31, 2020	(3,713,890)	$ 337	0	(3,714,227)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Initial classification of forward purchase agreements	(2,174,989)		(2,174,989)
Accretion of common stock to redemption amount	391,507		2,174,989	(1,783,482)
Net loss	(5,702,352)			(5,702,352)
Balance (in shares) at Dec. 31, 2021		3,370,388
Balance at Dec. 31, 2021	$ (11,199,724)	$ 337	$ 0	$ (11,200,061)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (5,702,352)	$ (1,874,080)
Change in fair value of warrant liability	3,032,292	1,975,156
Interest earned on marketable securities held in Trust Account	(29,303)	(787,350)
Unrealized gain on marketable securities held in Trust Account	0	(2,056)
Deferred tax (benefit) provision	(432)	384
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(82,275)	77,134
Accrued expenses	1,454,171	20,939
Income taxes payable	(5,883)	(21,051)
Net cash used in operating activities	(1,333,782)	(610,924)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account paid to redeeming stockholders	39,322,910	0
Cash withdrawn from Trust Account for franchise tax, income tax payments and working capital needs	538,128	419,894
Net cash provided by investing activities	39,861,038	419,894
Cash Flows from Financing Activities:
Proceeds from promissory note – related party	800,000	0
Redemption of common stock	(39,322,910)	0
Net cash used in financing activities	(38,522,910)	0
Net Change in Cash	4,346	(191,030)
Cash – Beginning of period	171,540	362,570
Cash – End of period	175,886	171,540
Supplementary cash flow information:
Cash paid for income taxes	26,642	47,779
Non-cash investing and financing activities:
Accretion of common stock to redemption amount	$ (391,507)	$ 347,597

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS​​​​​​​ Merida Merger Corp. I (now known as Leafly Holdings, Inc.) (referred to within this section, Notes to Consolidated Financial Statements, as the “Company”) was incorporated in Delaware on June 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company has focused its search on companies in the cannabis industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On February 4, 2022 (the “Closing Date”), the Company consummated the previously-announced Mergers (as defined below) and related transactions (collectively, the “Business Combination”) contemplated by the Agreement and Plan of Merger, dated as of August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”), by and among the Company (prior to the Closing Date, “Merida”), Merida Merger Sub, Inc., a Washington corporation (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company (“Second Merger Sub”), and the pre-Business Pursuant to the terms of the Merger Agreement, the Business Combination was effected through the merger of First Merger Sub with and into Legacy Leafly (the “First Merger”), with Legacy Leafly surviving as the surviving company of the First Merger. Immediately following the First Merger, Legacy Leafly merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a limited liability company named Leafly, LLC. On February 4, 2022, (a) each outstanding share of Legacy Leafly Common Stock, including Legacy Leafly Common Stock held by prior owners of Legacy Leafly Preferred Stock (other than shares owned by Legacy Leafly as treasury stock, dissenting shares and restricted shares) was cancelled and converted into the right to receive a pro rata portion of approximately 35,434,475 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (b) each option to purchase Legacy Leafly Common Stock that was outstanding and unexercised immediately prior to the First Merger was automatically converted to an option to acquire 3,726,209 shares of Common Stock at an adjusted exercise price per share, in each case, using an Exchange ratio of 0.3283 calculated pursuant to the terms of the Merger Agreement. Additionally, as a result of the Mergers, the Legacy Leafly shareholders described above and other individuals to whom restricted stock units may be granted pursuant to the Earn Out Plan (such shareholders and individuals, “Participants,” and such plan the “Earn Out Plan”) have been granted the contingent right to receive on a pro rata basis a portion of up to 6,000,000 restricted shares of Common Stock (“Earnout Shares”) that will vest if the Company achieves certain earnout thresholds prior to the third anniversary of the Closing Date. In addition, pursuant to a Note Purchase Agreement by and among the Company and certain investors dated as of January 11, 2022 (the “2022 Note Purchase Agreement”), the Company issued, and certain investors purchased, $30 million aggregate principal amount of unsecured 8.00% Convertible Senior Notes due 2025 (the “New Notes”) concurrently with the closing of the Business Combination (the “Closing,” and such transaction, the “2022 Convertible Notes Investment”). In connection with the Closing, the registrant changed its name from “Merida Merger Corp. I” to “Leafly Holdings, Inc.” In connection with the Closing, 4,942,048 shares of Merida Common Stock were redeemed at a per share price of approximately $10.01. Business Prior to the Business Combination Prior to the Business Combination, the Company had two wholly owned subsidiaries which were formed on August 6, 2021, First Merger Sub and Second Merger Sub. All activity through December 31, 2021 relates to the Company’s formation, the IPO (“IPO”), which is described below, identification of a target company for a Business Combination and consummation of the acquisition of Legacy Leafly. The registration statements for the Company’s IPO were declared effective on November 4, 2019. On November 7, 2019, the Company consummated the IPO of 12,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $120,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,750,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Merida Holdings, LLC and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,750,000, which is described in Note 4. Following the closing of the IPO on November 7, 2019, an amount of $120,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 2a-7 On November 12, 2019, the underwriters notified the Company of their intention to partially exercise their over-allotment option on November 13, 2019. As such, on November 13, 2019 the Company consummated the sale of an additional 1,001,552 Units, at $10.00 per Unit, and the sale of an additional 200,311 Private Warrants (see Note 3), at $1.00 per Private Warrant, generating total gross proceeds of $10,215,831. A total of $10,015,520 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $130,015,520. Transaction costs amounted to $3,412,939 consisting of $2,600,311 of underwriting fees and $812,628 of other offering costs. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern Consideration As of December 31, 2021, the Company had $175,886 in its operating bank accounts, $90,849,312 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $2,042,132 (excluding $18,770 of Delaware Franchise Taxes owed, which are paid from the Trust). Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination. The Company completed its Business Combination on February 4, 2022, with Legacy Leafly, and has raised sufficient capital for its operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES​​​​​​​ Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 Jumpstart Our Business Startups Act of 2012 Sarbanes-Oxley Act 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 Securities Exchange Act of 1934) 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 Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements are the determination of the fair values of the warrant and forward purchase agreement liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in cash. At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the years ended December 31, 2021 and 2020, the Company withdrew $538,128 and $419,894, respectively, of the interest earned on the Trust Account to pay for its franchise and income taxes and for working capital needs. 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.” Conditionally redeemable common stock (including common stock that features redemption rights that is 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 and measured at redemption value. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are charged against additional paid in capital and accumulated deficit. At December 31, 2021, the Common Stock subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 130,015,520 Less: common stock issuance costs (3,392,993 ) Plus: accretion of carrying value to redemption value 3,574,835 Common stock subject to possible redemption, December 31, 2019 130,197,362 Plus: accretion of carrying value to redemption value 347,597 Common stock subject to possible redemption, December 31, 2020 130,544,959 Less: Initial classification of forward purchase agreements (2,174,989 ) Redemptions of common stock (39,322,910 ) Plus: Accretion of carrying value to redemption value 1,783,482 Common stock subject to possible redemption, December 31, 2021 $ 90,830,542 Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, re-measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,451,087 shares of common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The net loss is allocated pro rata to redeemable and non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Allocation of net loss, common stock subject to possible redemption $ (4,506,066 ) $ (1,488,275 ) Weighted average shares outstanding, common stock subject to possible redemption 12,695,279 13,001,552 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.35 ) $ (0.11 ) Allocation of net loss, common stock $ (1,196,286 ) $ (385,805 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.35 ) $ (0.11 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Private Warrants (see Note 8) and forward purchase share agreements (see Note 6), which are carried at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING​​​​​​​ Pursuant to the IPO, the Company sold 13,001,552 Units at a price of $10.00 per Unit, inclusive of 1,001,552 Units sold to the underwriters on November 13, 2019 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT​​​​​​​ Simultaneously with the closing of the IPO, Merida Holdings, LLC and EarlyBirdCapital purchased an aggregate of 3,750,000 Private Warrants at a price of $1.00 per Private Warrant for an aggregate purchase price of $3,750,000, in a private placement that occurred simultaneously with the closing of the IPO. On November 13, 2019, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional aggregate of 200,311 Private Warrants to Merida Holdings, LLC and EarlyBirdCapital, at a price of $1.00 per Private Warrant, generating gross proceeds of $200,311. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The proceeds from the Private Warrants were added to the proceeds from the IPO held in the Trust Account.​​​​​​​

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS​​​​​​​ Founder Shares In August 2019, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On November 4, 2019, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 3,450,000 Founder Shares being held by the Sponsor. All share and per-share The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a business combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Administrative Support Agreement The Company entered into an agreement on November 4, 2019, as amended on November 26, 2019, whereby, commencing on November 4, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay Merida Manager III LLC a total of $5,000 per month for office space, utilities and secretarial and administrative support. In October 2021, the Company ended the $5,000 administrative agreement and as a condition of closing for the Business Combination forfeited accrued administration fees as of September 30, 2021 in the amount of $55,000. As the result of ending the administrative fee for the Company, the outstanding balance for the year ended December 31, 2021 and 2020 was $0 and $50,000, respectively. Advances — Related Party In anticipation of the underwriters’ election to fully exercise their over-allotment option, the Sponsor advanced the Company an additional $41,458 to cover the purchase of the additional Private Warrants. At December 31, 2021 and 2020, advances of $16,458 were outstanding and due on demand. The outstanding balance of $16,458 was repaid at the closing of the Business Combination using funds from the Trust Account. Promissory Note — Related Party On August 6, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Sponsor Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $100,569 under the Sponsor Promissory Note. The Sponsor Promissory Note was non-interest On June 25, 2021, the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. The Promissory Note is non-interest On October 13, 2021, the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Second Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest or be converted into warrants at the approval of the stockholders of the Company or target business. The outstanding balance of these loans was repaid at the closing of the Business Combination using funds from the Trust Account.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on November 4, 2019, the holders of the Founder Shares, Representative Shares, Private Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Warrants or warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time commencing 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 the effective date of the IPO. 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 IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the Business Combination, on the Closing Date, that certain Registration Rights Agreement, dated November 4, 2019, was amended and restated and the Company, Merida Holdings, LLC and certain securityholders of Legacy Leafly entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, affiliates of EarlyBirdCapital, Merida Holdings, LLC, the holders of the Founder Shares and other investors party thereto, have agreed to be subject to a 180-day Underwriting Agreement The Company granted the underwriters a 45-day Forward Share Purchase Agreements On December 22, 2021, the Company entered into a Forward Share Purchase Agreement with Tenor Opportunity Master Fund Ltd. (“Tenor Investor”). Tenor Investor may elect to sell and transfer to the Company, and the Company shall purchase from Tenor Investor, the number of Shares (including any Additional Shares (as defined in the Forward Share Purchase Agreement)) that are then held by Tenor Investor, but not to exceed 1,200,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 per Share. On December 22, 2021, the Company entered into a Forward Share Purchase Agreement with Meteora Capital Partners, LP (“Meteora Investor”). Meteora Investor may elect to sell and transfer to the Company, and the Company shall purchase from Meteora Investor, the number of Shares (including any Additional Shares (as defined in the Forward Share Purchase Agreement)) that are then held by Meteora Investor, but not to exceed 1,400,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.01 per Share. On December 22, 2021, the Company entered into a Forward Share Purchase Agreement with Castle Creek Arbitrage, LLC (“Castle Investor”). Castle Investor may elect to sell and transfer to the Company, and the Company shall purchase from Castle Investor, all or any portion of the number of Shares (including any Additional Shares (as defined in the Forward Share Purchase Agreement)) that are then held by the Investor, but not to exceed 600,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 per Share (the “Shares Purchase Price”). Share Transfer Agreement On December 22, 2021 the Company entered into a Share Transfer Agreement with Meteora Special Opportunity Fund I, FP and Meteora Capital Partners, LP as described above under Forward Share Purchase Agreements 45,450

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Representative Shares In August 2019, the Company issued to EarlyBirdCapital and its designees the 120,000 Representative Shares (as adjusted for the stock dividend described above). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to stockholder’s equity. The Company estimated the fair value of Representative Shares to be $910 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a 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 a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
Warrants [Abstract]
WARRANTS	NOTE 8 — WARRANTS Public Warrants As of December 31, 2021 and 2020, there were 6,500,776 Public Warrants outstanding. Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. 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 a specified period following the consummation of a 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. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; (1) if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading (2) If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Private Warrants As of December 31, 2021 and 2020, there were 3,950,311 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the 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’s 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the 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.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company’s net deferred tax liability are as follows: Year Ended December 31, December 31, Deferred tax liability Unrealized gain on marketable securities $ — (432 ) Net operating loss carryforward 199,880 Total deferred tax asset (liability) 199,880 (432 ) Valuation allowance (199,880 ) — Deferred tax liability $ — $ (432 ) The income tax provision consists of the following: Year Ended December 31, December 31, Federal Current $ — $ 26,728 Deferred (199,880 ) 384 Change in valuation allowance 199,880 — Income tax provision $ — $ 27,112 As of December 31, 2021 and 2020, the Company has $951,808 and $0, respectively, of U.S. federal net operating loss carryovers available and can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $199,880. The Company files income tax returns in the U.S. federal jurisdiction and New York which remain open and subject to examination. A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: Year Ended December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (11.2 )% (22.5 )% Business combination expenses (6.3 )% 0.0 % Valuation allowance (3.5 )% 0.0 % Income tax provision — % (1.5 )% The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 90,849,312 $ 130,681,047 Liabilities: Warrant liability – Private Warrants 3 6,982,603 3,950,311 Forward share purchase agreements 3 2,174,989 — Warrant Liability As of December 31, 2021 and 2020, the Company had 3,950,311 Private Warrants outstanding. The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the valuation dates was implied from the Company’s own Public Warrant pricing. At December 31, 2021, the Private Warrants were valued at $1.77 per warrant. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: December 31, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 10.20 Volatility 24.9 % 17.2 % Term 5.00 5.00 Risk-free rate 1.19 % 0.29 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Fair value as of December 31, 2020 $ 3,950,311 Change in fair value 3,032,292 Fair value as of December 31, 2021 $ 6,982,603 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2021. Forward Share Purchase Agreements Liability The liability for the Forward Share Purchase Agreements (“FPAs”) were valued using a Black-Scholes Option Pricing formula, which is considered to be a Level 3 fair value measurement. The fair value of the options are based on the current stock price and a weighted average of historical volatilities from other Special Purpose Acquisition Companies in the same sector as the Company. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value as of December 22, 2021 $ 2,174,989 Change in fair value 0 Fair value as of December 31, 2021 $ 2,174,989 Change in fair value of the FPAs was considered to be immaterial from December 22, 2021 (initial measurement) to December 31, 2021. The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements: December 31, Exercise price $ 10.01 Stock price $ 9.99 Volatility 24.9 % Term 0.25 Risk-free rate 0.06 % Dividend yield 0.0 %

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and elsewhere in these consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 10, 2022 the Company entered into a Forward Share Purchase Agreement with Linden Advisors. Investors may elect to sell and transfer to the Company, and the Company shall purchase from the investors, the number of Shares that are then held by the investors, but not to exceed 800,000 shares at a price per share equal to $10.16. On January 11, 2022, the Company entered into a $30 million convertible note purchase agreement with certain investors in accordance with the 2022 Note Purchase Agreement (“2022 Notes”). The 2022 Notes bear interest at 8% annually, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and mature on January 31, 2025. The 2022 Notes are unsecured convertible senior notes due 2025. They are convertible at the option of the holders at any time before maturity at an initial conversion share price of $12.50. In addition, the Company may, at its election, force the conversion of the 2022 Notes on or after January 31, 2024, if the volume-weighted average trading price of the Company’s common stock exceeds $18.00 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days. The Company also has the option, on or after January 31, 2023 and prior to the 40th trading day immediately before the maturity date and subject to the holders’ ability to optionally convert, to redeem all or a portion of the 2022 Notes at a cash redemption price equal to 100% of the principal amount of the 2022 Notes, plus accrued and unpaid interest, if any. The holders of the 2022 Notes have the right to cause the Company to repurchase for cash all or a portion of the 2022 Notes held by such holder upon the occurrence of a “fundamental change” (as defined) or in connection with certain asset sales, in each case at a price equal to 100% of par plus accrued and unpaid interest, if any. On February 4, 2022, the Company completed its Business Combination with Leafly Holdings, Inc.

Accounting Policies (Policies)

Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 Jumpstart Our Business Startups Act of 2012 Sarbanes-Oxley Act 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 Securities Exchange Act of 1934) 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
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements are the determination of the fair values of the warrant and forward purchase agreement liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in cash. At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the years ended December 31, 2021 and 2020, the Company withdrew $538,128 and $419,894, respectively, of the interest earned on the Trust Account to pay for its franchise and income taxes and for working capital needs.
Common Stock Subject To Possible Redemption	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.” Conditionally redeemable common stock (including common stock that features redemption rights that is 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 and measured at redemption value. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are charged against additional paid in capital and accumulated deficit. At December 31, 2021, the Common Stock subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 130,015,520 Less: common stock issuance costs (3,392,993 ) Plus: accretion of carrying value to redemption value 3,574,835 Common stock subject to possible redemption, December 31, 2019 130,197,362 Plus: accretion of carrying value to redemption value 347,597 Common stock subject to possible redemption, December 31, 2020 130,544,959 Less: Initial classification of forward purchase agreements (2,174,989 ) Redemptions of common stock (39,322,910 ) Plus: Accretion of carrying value to redemption value 1,783,482 Common stock subject to possible redemption, December 31, 2021 $ 90,830,542
Warrant Liability	Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, re-measurement
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,451,087 shares of common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The net loss is allocated pro rata to redeemable and non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Allocation of net loss, common stock subject to possible redemption $ (4,506,066 ) $ (1,488,275 ) Weighted average shares outstanding, common stock subject to possible redemption 12,695,279 13,001,552 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.35 ) $ (0.11 ) Allocation of net loss, common stock $ (1,196,286 ) $ (385,805 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.35 ) $ (0.11 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Private Warrants (see Note 8) and forward purchase share agreements (see Note 6), which are carried at fair value.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Common stock subject to possible redemption	At December 31, 2021, the Common Stock subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 130,015,520 Less: common stock issuance costs (3,392,993 ) Plus: accretion of carrying value to redemption value 3,574,835 Common stock subject to possible redemption, December 31, 2019 130,197,362 Plus: accretion of carrying value to redemption value 347,597 Common stock subject to possible redemption, December 31, 2020 130,544,959 Less: Initial classification of forward purchase agreements (2,174,989 ) Redemptions of common stock (39,322,910 ) Plus: Accretion of carrying value to redemption value 1,783,482 Common stock subject to possible redemption, December 31, 2021 $ 90,830,542
Schedule of basic and diluted net loss per common share	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Allocation of net loss, common stock subject to possible redemption $ (4,506,066 ) $ (1,488,275 ) Weighted average shares outstanding, common stock subject to possible redemption 12,695,279 13,001,552 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.35 ) $ (0.11 ) Allocation of net loss, common stock $ (1,196,286 ) $ (385,805 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.35 ) $ (0.11 )

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax liability	The Company’s net deferred tax liability are as follows: Year Ended December 31, December 31, Deferred tax liability Unrealized gain on marketable securities $ — (432 ) Net operating loss carryforward 199,880 Total deferred tax asset (liability) 199,880 (432 ) Valuation allowance (199,880 ) — Deferred tax liability $ — $ (432 )
Schedule of income tax provision	The income tax provision consists of the following: Year Ended December 31, December 31, Federal Current $ — $ 26,728 Deferred (199,880 ) 384 Change in valuation allowance 199,880 — Income tax provision $ — $ 27,112
Schedule of federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: Year Ended December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (11.2 )% (22.5 )% Business combination expenses (6.3 )% 0.0 % Valuation allowance (3.5 )% 0.0 % Income tax provision — % (1.5 )%

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 90,849,312 $ 130,681,047 Liabilities: Warrant liability – Private Warrants 3 6,982,603 3,950,311 Forward share purchase agreements 3 2,174,989 —
Schedule of quantitative information regarding Level 3 fair value measurements	The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: December 31, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 10.20 Volatility 24.9 % 17.2 % Term 5.00 5.00 Risk-free rate 1.19 % 0.29 % Dividend yield 0.0 % 0.0 % The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements: December 31, Exercise price $ 10.01 Stock price $ 9.99 Volatility 24.9 % Term 0.25 Risk-free rate 0.06 % Dividend yield 0.0 %
Summary of changes in fair value of warrant and Level 3 liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Fair value as of December 31, 2020 $ 3,950,311 Change in fair value 3,032,292 Fair value as of December 31, 2021 $ 6,982,603 FPA Fair value as of December 22, 2021 $ 2,174,989 Change in fair value 0 Fair value as of December 31, 2021 $ 2,174,989

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Feb. 04, 2022$ / sharesshares	Nov. 13, 2019USD ($)$ / sharesshares	Nov. 07, 2019USD ($)$ / sharesshares	Dec. 31, 2019USD ($)	Jan. 11, 2022USD ($)	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in usd per share) | $ / shares						$ 0.0001	$ 0.0001
Proceeds from Issuance Initial Public Offering				$ 130,015,520
Stock price (in usd per share) | $ / shares			$ 10
Transaction costs		$ 3,412,939
Other offering costs		$ 812,628
Cash						$ 175,886	$ 171,540
Cash and marketable securities held in Trust Account						90,849,312	$ 130,681,047
Working capital deficit						2,042,132
Franchise taxes payable by Trust						$ 18,770
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Common stock issued in Merger (in shares) | shares	35,434,475
Common stock, par value (in usd per share) | $ / shares	$ 0.0001
Options converted (in shares) | shares	3,726,209
Earnout shares (in shares) | shares	6,000,000
Exchange ratio	0.3283
Merida | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Stock redeemed (in shares) | shares	4,942,048
Stock redeemed, price (in usd per share) | $ / shares	$ 10.01
Convertible Senior Notes | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Aggregate principal amount					$ 30,000,000
Interest rate					8.00%
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of IPO consumed (in shares) | shares			12,000,000
Proceeds from Issuance Initial Public Offering			$ 120,000,000
Net proceeds sales of units			$ 120,000,000
Sale of additional stock issued (in shares) | shares		13,001,552
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of IPO consumed (in shares) | shares		200,311	3,750,000
Stock price (in usd per share) | $ / shares		$ 1	$ 1
Gross proceeds from investors			$ 3,750,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Stock price (in usd per share) | $ / shares		$ 10
Sale of additional stock issued (in shares) | shares		1,001,552
Gross proceeds from sale of stock		$ 10,215,831
Trust Account
Subsidiary, Sale of Stock [Line Items]
Net proceeds sales of units		10,015,520
Gross proceeds from sale of stock		130,015,520
Underwriting Fees
Subsidiary, Sale of Stock [Line Items]
Transaction costs		$ 2,600,311

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Assets Held-in-trust	$ 538,128	$ 419,894
Purchase an aggregate of shares (in shares)	10,451,087

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of common stock subject to possible redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Common Stock Subject To Possible Redemption [Abstract]
Common stock subject to possible redemption	$ 130,544,959		$ 130,197,362
Gross proceeds			130,015,520
Less: common stock issuance costs			(3,392,993)
Initial classification of forward purchase agreements	(2,174,989)
Redemptions of common stock	(39,322,910)
Accretion of carrying value to redemption value	1,783,482	$ 347,597	$ 3,574,835
Common stock subject to possible redemption	$ 90,830,542	$ 130,544,959

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted net loss per common share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allocation of net loss, common stock subject to possible redemption	$ (4,506,066)	$ (1,488,275)
Basic weighted average shares outstanding, Common stock subject to possible redemption (in shares)	12,695,279	13,001,552
Diluted weighted average shares outstanding, Common stock subject to possible redemption (in shares)	12,695,279	13,001,552
Basic net loss per share, Common stock subject to possible redemption (in usd per share)	$ (0.35)	$ (0.11)
Diluted net loss per share, Common stock subject to possible redemption (in usd per share)	$ (0.35)	$ (0.11)
Allocation of net loss, common stock	$ (1,196,286)	$ (385,805)
Basic weighted average shares outstanding, Common Stock (in shares)	3,370,388	3,370,388
Diluted weighted average shares outstanding, Common Stock (in shares)	3,370,388	3,370,388
Basic net loss per share, Common Stock (in usd per share)	$ (0.35)	$ (0.11)
Diluted net loss per share, Common Stock (in usd per share)	$ (0.35)	$ (0.11)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Nov. 13, 2019$ / sharesshares
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of additional stock issued (in shares)	13,001,552
Sale of units price (in usd per share) | $ / shares	$ 10
Number of shares in each unit (in shares)	1
Number of warrants in each unit (in shares)	0.5
Warrants, exercise price (in usd per share) | $ / shares	$ 11.50
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Sale of additional stock issued (in shares)	1,001,552
Sale of units price (in usd per share) | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Nov. 13, 2019	Nov. 07, 2019
Subsidiary, Sale of Stock [Line Items]
Price per warrant (in usd per share)		$ 10
Private Placement
Subsidiary, Sale of Stock [Line Items]
Warrants (in shares)	200,311	3,750,000
Price per warrant (in usd per share)	$ 1	$ 1
Aggregate purchase price		$ 3,750,000
Private Placement | Merida Holdings and EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Warrants (in shares)	3,750,000
Price per warrant (in usd per share)	$ 1
Aggregate purchase price	$ 3,750,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Price per warrant (in usd per share)	$ 10
Over-Allotment Option | Merida Holdings and EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Warrants (in shares)	200,311
Price per warrant (in usd per share)	$ 1
Gross proceeds	$ 200,311
Warrants, exercise price (in usd per share)	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Feb. 04, 2022USD ($)	Nov. 13, 2019USD ($)	Nov. 04, 2019USD ($)shares	Aug. 31, 2019USD ($)day$ / sharesshares	Dec. 31, 2021USD ($)shares	Oct. 13, 2021USD ($)	Sep. 30, 2021USD ($)	Jun. 25, 2021USD ($)	Dec. 31, 2020USD ($)shares	Dec. 31, 2019shares	Aug. 06, 2019USD ($)
Related Party Transaction [Line Items]
Common stock, outstanding (in shares) | shares					3,370,388				3,370,388
Administrative Support Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Monthly administrative services			$ 5,000
Administrative fees forfeited							$ 55,000
Due to related parties					$ 0				$ 50,000
Advances - Related Party | Affiliated Entity
Related Party Transaction [Line Items]
Due to related parties					16,458				16,458
Proceeds from advances		$ 41,458
Advances - Related Party | Subsequent Event | Affiliated Entity
Related Party Transaction [Line Items]
Repayment of advances	$ 16,458
August 2019 Promissory Note | Affiliated Entity
Related Party Transaction [Line Items]
Notes payable					339				$ 339		$ 100,569
August 2019 Promissory Note | Subsequent Event | Affiliated Entity
Related Party Transaction [Line Items]
Repayment of notes payable	339
June 2021 Promissory Note | Affiliated Entity
Related Party Transaction [Line Items]
Notes payable					400,000			$ 400,000
June 2021 Promissory Note | Subsequent Event | Affiliated Entity
Related Party Transaction [Line Items]
Repayment of notes payable	400,000
October 2021 Promissory Note | Affiliated Entity
Related Party Transaction [Line Items]
Notes payable					$ 400,000	$ 400,000
October 2021 Promissory Note | Subsequent Event | Affiliated Entity
Related Party Transaction [Line Items]
Repayment of notes payable	$ 400,000
Founders
Related Party Transaction [Line Items]
Purchased shares (in shares) | shares				2,875,000
Aggregate price				$ 25,000
Stock dividend (in shares) | shares			0.2
Aggregate of founder shares (in shares) | shares			3,450,000
Shares subject to forfeiture (in shares) | shares				199,612
Shares no longer subject to forfeiture (in shares) | shares				250,388
Shares forfeited (in shares) | shares				199,612
Common stock, outstanding (in shares) | shares										3,250,388
Percent of shares restricted for one year				50.00%
Share restriction terms, minimum closing price of common stock (in usd per share) | $ / shares				$ 12.50
Share restriction terms, threshold trading days | day				20
Share restriction terms, threshold consecutive trading days				30 days
Percent of shares restricted for one year, or less in event of liquidation				50.00%

COMMITMENTS (Details)

COMMITMENTS (Details)	Dec. 22, 2021$ / sharesshares	Nov. 13, 2019$ / sharesshares	Nov. 12, 2019shares	Nov. 04, 2019	Dec. 31, 2021shares	Dec. 31, 2020shares
Other Commitments [Line Items]
Registration rights agreement, period prior to shares released from escrow				3 months
Registration rights agreement, period from IPO				5 years
Piggy-back registration participation, period from IPO				7 years
Registration rights agreement, lockup period				180 days
Commitment to underwriters to purchase additional units, term			45 days
Commitment to underwriters to purchase additional units (in shares)		798,448	1,800,000
Commitment to underwriters to purchase additional units, price (in usd per share) | $ / shares		$ 10
Common stock, outstanding (in shares)					3,370,388	3,370,388
Tenor Investor
Other Commitments [Line Items]
Repurchase agreement, number of shares (in shares)	1,200,000
Repurchase agreement, price (in usd per share) | $ / shares	$ 10.16
Meteora Investor
Other Commitments [Line Items]
Repurchase agreement, number of shares (in shares)	1,400,000
Repurchase agreement, price (in usd per share) | $ / shares	$ 10.01
Common stock, outstanding (in shares)	1,495,140
Share transfer ratio	45.450
Castle Investor
Other Commitments [Line Items]
Repurchase agreement, number of shares (in shares)	600,000
Repurchase agreement, price (in usd per share) | $ / shares	$ 10.16
Over-Allotment Option
Other Commitments [Line Items]
Sale of additional stock issued (in shares)		1,001,552
Sale of units price (in usd per share) | $ / shares		$ 10

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($)	1 Months Ended
	Aug. 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		1,000,000	1,000,000
Preferred stock, par value (in usd per share)		$ 0.0001	$ 0.0001
Preferred stock, issued (in shares)		0	0
Preferred stock, outstanding (in shares)		0	0
Common stock, authorized (in shares)		50,000,000	50,000,000
Common stock, par value (in usd per share)		$ 0.0001	$ 0.0001
Common stock, issued (in shares)		3,370,388	3,370,388
Common stock, outstanding (in shares)		3,370,388	3,370,388
Common stock subject to possible redemption (in shares)		9,074,117	13,001,552
Representative shares, lock-up period	180 days
Sponsor
Class of Stock [Line Items]
Price of the founder shares	$ 910
Early Bird Capital
Class of Stock [Line Items]
Representative shares	120,000

WARRANTS (Details)

WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021Day$ / sharesshares	Dec. 31, 2020$ / sharesshares
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	6,500,776	6,500,776
Warrants, exercise price (in usd per share)	$ 11.50	$ 11.50
Period after Business Combination that warrant becomes exercisable	30 days
Period after IPO that warrant becomes exercisable	12 months
Warrants expiration period	5 years
Redemption price of warrants (in usd per share)	$ 0.01
Redemption notice period	30 days
Threshold stock price (in usd per share)	$ 18
Threshold trading days | Day	20
Threshold consecutive trading days	30 days
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	3,950,311	3,950,311
Busniess combination issued price		$ 9.20
Aggregate gross proceeds, percentage	60.00%
Volume weighted average trading price, period	20 days
Market value per share (in usd per share)		$ 9.20
Market value, percentage	115.00%

INCOME TAXES - Schedule of net

INCOME TAXES - Schedule of net deferred tax liability (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax liability
Unrealized gain on marketable securities	$ 0	$ (432)
Net operating loss carryforward	199,880
Total deferred tax asset	199,880
Total deferred tax (liability)		(432)
Valuation allowance	(199,880)	0
Deferred tax liability	$ 0	$ (432)

INCOME TAXES - Schedule of inco

INCOME TAXES - Schedule of income tax provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal
Current	$ 0	$ 26,728
Deferred	(199,880)	384
Change in valuation allowance	199,880	0
Income tax provision	$ 0	$ 27,112

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 951,808	$ 0
Change in valuation allowance	$ 199,880	$ 0

INCOME TAXES - Schedule of fede

INCOME TAXES - Schedule of federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Change in fair value of warrant liability	(11.20%)	(22.50%)
Business combination expenses	(6.30%)	0.00%
Valuation allowance	(3.50%)	0.00%
Income tax provision	0.00%	(1.50%)

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account	$ 90,849,312	$ 130,681,047
Warrant liability	6,982,603	3,950,311
Derivative liability	2,174,989	0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account	90,849,312	130,681,047
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	6,982,603	3,950,311
Derivative liability	$ 2,174,989	$ 0

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details) - Private Warrants - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	3,950,311	3,950,311
Warrants outstanding, value (in usd per share)	$ 1.77

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule of quantitative information regarding Level 3 fair value measurements - Warrant liability (Details)	Dec. 31, 2021	Dec. 31, 2020
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.99	10.20
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	24.9	17.2
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5	5
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.19	0.29
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0

FAIR VALUE MEASUREMENTS - Sch_3

FAIR VALUE MEASUREMENTS - Schedule of changes in fair value of warrant liabilities (Details) - Warrant	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	$ 3,950,311
Change in fair value	3,032,292
Fair value	$ 6,982,603

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of changes in fair value of Forward Purchase Agreement liabilities (Details) - Forward Purchase Agreements liability	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	$ 2,174,989
Change in fair value	0
Fair value	$ 2,174,989

FAIR VALUE MEASUREMENTS - Quant

FAIR VALUE MEASUREMENTS - Quantitative information regarding Level 3 fair value measurements - Forward Purchase Agreements (Details)	Dec. 31, 2021
Exercise price | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	10.01
Exercise price | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	10.16
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	24.9
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	0.25
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	0.06
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	0
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Forward purchase agreements, measurement input	9.99

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event $ / shares in Units, $ in Millions	Jan. 11, 2022USD ($)Day$ / shares	Jan. 10, 2022$ / sharesshares
Subsequent Event [Line Items]
Forward Share Purchase Agreement, maximum shares (in shares) | shares		800,000
Forward Share Purchase Agreement, price (in usd per share)		$ 10.16
Convertible Senior Notes
Subsequent Event [Line Items]
Aggregate principal amount | $	$ 30
Interest rate	8.00%
Conversion share price (in usd per share)	$ 12.50
Stock price trigger (in usd per share)	$ 18
Threshold trading days | Day	20
Threshold consecutive trading days | Day	30
Redemption, period before maturity date	40 days
Redemption price percentage	100.00%
Redemption price percentage, fundamental change	100.00%