Financial Strategies Acquisition (FXCO) 10-Q 17 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-41133
Entity Registrant Name	FINANCIAL STRATEGIES ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1792560
Entity Address, Address Line One	2626 Cole Avenue, Suite 300
Entity Address, City or Town	Dallas
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	75204
City Area Code	972
Local Phone Number	560-4815
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001817565
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	FXCO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		10,883,700
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment
Trading Symbol	FXCOW
Security Exchange Name	NASDAQ
Rights to acquire one-tenth of one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Rights to acquire one-tenth of one share of Class A common stock
Trading Symbol	FXCOR
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,501,250

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 1,433	$ 365,399
Prepaid Expenses	407,720	826,027
Total Current Assets	409,153	1,191,426
Marketable investments held in Trust Account	101,188,246	101,050,971
TOTAL ASSETS	101,597,399	102,242,397
Current Liabilities
Accounts payable & accrued expenses	72,962	74,515
Tax Provisions	328,969	200,141
Total Current Liabilities	401,931	274,656
Non-current Liabilities
Promissory notes	450,000	450,000
Derivative warrant liabilities	881,480	9,339,501
Total Non-Current Liabilities	1,331,480	9,789,501
Total Liabilities	1,733,411	10,064,157
Commitments & Contingencies
Shareholder's Equity
Representative shares, 373,750 shares issued and outstanding	37	37
Additional paid in Capital and Reclassifications	(10,260,421)	(10,260,421)
Accumulated Profit /(Deficit)	9,073,571	1,387,823
Total Shareholder's Equity (Deficit)	(1,186,512)	(8,872,260)
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)	101,597,399	102,242,397
Class A common stock
Shareholder's Equity
Common stock	51	51
Class B common stock
Shareholder's Equity
Common stock	250	250
Class A common stock subject to redemption
Temporary Equity:
Class A common stock subject to redemption, 10,005,000 shares at $10.10 per share	$ 101,050,500	$ 101,050,500

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	111,000,000
Representative shares issued	373,750	373,750
Representative Share Outstanding	373,750	373,750
Class A common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	504,950	504,950
Common shares, shares outstanding	504,950	504,950
Class A common stock subject to redemption
Common share redemption price (per share)	$ 10.10	$ 10.10
Common shares, shares subject to possible redemption	10,005,000	10,005,000
Class B common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	2,501,250	2,501,250
Common shares, shares outstanding	2,501,250	2,501,250

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
General & Administrative expenses	$ 397,292	$ 0	$ 880,720	$ 0
Operating Loss	(397,292)	0	(880,720)	0
Interest on marketable investments held in Trust Account	128,350	0	137,275	0
Change in fair value of Warrant Liabilities	925,135	0	8,458,021	0
Income before Income Tax	656,193	0	7,714,576	0
Tax on Interest income	(26,953)	0	(28,827)	0
Net Income	$ 629,240	$ 0	$ 7,685,749	$ 0
Class A common stock
Net income per common stock, Basic	$ 0.047	$ 0	$ 0.574	$ 0
Net income per common stock, Diluted	$ 0.047	$ 0	$ 0.574	$ 0
Weighted average shares outstanding, Basic	10,883,700	0	10,883,700	0
Weighted average shares outstanding, Diluted	10,883,700	0	10,883,700	0
Class B common stock
Net income per common stock, Basic	$ 0.047	$ 0	$ 0.574	$ 0
Net income per common stock, Diluted	$ 0.047	$ 0	$ 0.574	$ 0
Weighted average shares outstanding, Basic	2,501,250	2,501,250	2,501,250	2,501,250
Weighted average shares outstanding, Diluted	2,501,250	2,501,250	2,501,250	2,501,250

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A common stock Common Stock Private Placement.	Class A common stock Common Stock	Class B common stock Common Stock Private Placement.	Class B common stock Common Stock	Additional Paid-in Capital Private Placement.	Additional Paid-in Capital	Accumulated Deficit Private Placement.	Accumulated Deficit	Private Placement.	Total
Balance at the beginning at Dec. 31, 2020	$ 0		$ 250		$ 24,750		$ (5,000)		$ 20,000
Balance at the beginning (in shares) at Dec. 31, 2020			2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income / (Loss)		$ 0		$ 0		$ 0		$ 0		$ 0
Balance at the end at Mar. 31, 2021		$ 0		$ 250		24,750		(5,000)		20,000
Balance at the end (in shares) at Mar. 31, 2021		0		2,501,250
Balance at the beginning at Dec. 31, 2020	$ 0		$ 250		$ 24,750		$ (5,000)		$ 20,000
Balance at the beginning (in shares) at Dec. 31, 2020			2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income / (Loss)										0
Balance at the end at Jun. 30, 2021		$ 0		$ 250		24,750		(5,000)		20,000
Balance at the end (in shares) at Jun. 30, 2021		0		2,501,250
Balance at the beginning at Mar. 31, 2021		$ 0		$ 250		24,750		(5,000)		20,000
Balance at the beginning (in shares) at Mar. 31, 2021		0		2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income / (Loss)		$ 0		$ 0		0		0		0
Balance at the end at Jun. 30, 2021		$ 0		$ 250		24,750		(5,000)		20,000
Balance at the end (in shares) at Jun. 30, 2021		0		2,501,250
Balance at the beginning at Dec. 31, 2021		$ 88		$ 250		0		(8,872,598)		(8,872,260)
Balance at the beginning (in shares) at Dec. 31, 2021		10,883,700		2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income / (Loss)		$ 0		$ 0		0		7,056,509		7,056,509
Balance at the end at Mar. 31, 2022		$ 88		$ 250		0		(1,816,089)		(1,815,751)
Balance at the end (in shares) at Mar. 31, 2022		10,883,700		2,501,250
Balance at the beginning at Dec. 31, 2021		$ 88		$ 250		0		(8,872,598)		(8,872,260)
Balance at the beginning (in shares) at Dec. 31, 2021		10,883,700		2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during the period (in shares)									504,950
Net Income / (Loss)										7,685,749
Balance at the end at Jun. 30, 2022		$ 88		$ 250		0		(1,186,850)		(1,186,512)
Balance at the end (in shares) at Jun. 30, 2022		10,883,700		2,501,250
Balance at the beginning at Mar. 31, 2022		$ 88		$ 250		0		(1,816,089)		(1,815,751)
Balance at the beginning (in shares) at Mar. 31, 2022		10,883,700		2,501,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income / (Loss)		$ 0		$ 0		0		629,240		629,240
Balance at the end at Jun. 30, 2022		$ 88		$ 250		$ 0		$ (1,186,850)		$ (1,186,512)
Balance at the end (in shares) at Jun. 30, 2022		10,883,700		2,501,250

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities
Net Income			$ 7,685,749
Adjustments to reconcile net income to net cash used in operating activities:
Change in Prepaid Expenses			418,307
Changes in Accounts Payable and Accrued Liabilities			(1,553)
Changes in Tax Provisions			128,827
Add-back of interest earned in Trust Account	$ (128,350)	$ 0	(137,275)	$ 0
Change in fair value of Warrant Liabilities			(8,458,021)
Net Cash used in Operating activities			(363,966)
Cash Flows from Financing Activities
Proceeds from short term loan				5,000
Payment of Offering Cost				(68,755)
Net Cash used in Financing activities				(63,755)
Net decrease in Cash			(363,966)	(63,755)
Cash at beginning of period			365,399	296,500
Cash at end of period	$ 1,433	$ 232,745	$ 1,433	$ 232,745

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Financial Strategies Acquisition Corp. (the “Company”) is a blank check company incorporated on July 1, 2020, under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). We may pursue an initial business combination target in any stage of its corporate evolution or in any industry, sector or geographic region. As of December 14, 2021, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through December 14, 2021, relates to the Company’s formation and its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. On December 14, 2021, the Company consummated its IPO of 10,005,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public Shares”) at $10.00 per unit, which included 1,305,000 Units issued pursuant to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 504,950 Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private Placement Shares”) to its co-sponsors, FSC Sponsor LLC and Celtic Sponsor VII LLC (together, the “Co-Sponsors”), anchor investors (comprised of Eagle Point Credit Management LLC, Greentree Financial Group Inc., Sea Otter Securities Group LLC, Sixth Borough Capital Fund LP (and certain members of its general partner), as used herein, collectively the “anchor investors”) and I-Bankers Securities, Inc. (“I-Bankers”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $5,049,500 to the Company that closed simultaneously with the closing of the IPO (see Note 3). The Company’s Units have been listed on the Nasdaq Global Market (“Nasdaq”). Transaction costs amounted to $3,312,653 consisting of $2,501,250 in underwriting commissions and $811,403 in additional offering costs, the sum of which includes $332,315 in deferred offering costs which were incurred prior to the IPO closing. In addition, as of December 14, 2021, cash of $554,057 was held outside of the Trust Account (as defined below) and available for working capital purposes. We held cash outside of the Trust Account of $365,399 at December 31, 2021 and $1,433 as of June 30, 2022. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO on December 14, 2021, the Company deposited $101,050,500 ($10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The shares of Class A common stock will be recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Co-Sponsors, initial stockholders and I-Bankers have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares or Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (x) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete an initial Business Combination within the Combination Period (as defined below) or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. Each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Company will have until 12 months from the closing of the IPO to complete a Business Combination; provided, however, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of its board of directors if requested by the Co-Sponsors, extend the period up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination) (the “Combination Period”) to complete a Business Combination. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate an initial Business Combination to be extended, our Co-Sponsors or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $1,000,500 ($0.10 per unit) on or prior to the date of the applicable deadline, for each three-month extension. Any such payments would be made in the form of a non-interest bearing loan and would be repaid, if at all, from funds released to the Company upon completion of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 Our Co-Sponsors, initial stockholders and I-Bankers have entered into a letter agreement with us, pursuant to which they have agreed to waive their liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares (and Representative Shares (as defined below) in the case of I-Bankers) if the Company fails to complete a Business Combination within the Combination Period. However, if the Co-Sponsors, initial stockholders or I-Bankers acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.10). The Co-Sponsors have agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Co-Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Co-Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Underwriting Agreement and Business Combination Marketing Agreement The Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO and the simultaneous listing of the Units on Nasdaq. Pursuant to that certain underwriting agreement, I-Bankers acted as the representative of the Underwriters of the IPO for 8,700,000 Units at $10.00 per unit, plus an over-allotment option equal to 15% of the number of Units offered, or 1,305,000 Units, which was exercised in full simultaneously upon the closing of the IPO. The Company paid I-Bankers an underwriters’ commission of $2,501,250, equal to 2.5% of the gross proceeds raised in the IPO for such services upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable). Upon the closing of the IPO, the Company issued to I-Bankers a five-year warrant to purchase 800,400 Shares of Class A common stock (“Representative Warrants”). The exercise price of Representative Warrants is $12.00 per Share. In addition, I-Bankers was issued 373,750 shares of Class A common stock upon the consummation of IPO (“Representative Shares”). In addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment option. The $3,501,750 fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Liquidity and Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. The Company has since completed its IPO, in which an amount of $411,372 in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. As of June 30, 2022, the Company had $1,433 in cash outside of the Trust Account available for working capital needs ($365,399 at December 31, 2021; $211,886 at March 31, 2022 respectively) and $101,188,246 of cash and investment in liquid securities held in trust, which is not available for working capital needs. On August 17, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Greg Gaylor, as trustee of the William C Gaylor and Dorothy J Gaylor Rev. Trust (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company sold to the Purchaser, for an aggregate purchase price of $200,000, a promissory note in the aggregate principal amount of $200,000, 20,000 shares of Class A common stock and warrants to purchase 2,000 shares of Class A common stock, and the Purchaser committed to purchase upon the same terms at the request of the Company up to $150,000 of additional securities, consisting of an additional promissory note in the aggregate principal amount of up to $150,000, an additional 15,000 shares of Class A common stock and warrants to purchase up to 1,500 shares of Class A common stock. Based on the foregoing, our management believes that the Company will have sufficient working capital and liquidity to meet its needs through the consummation of a Business Combination. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company had $1,433 in cash as of June 30, 2022 compared to $365,399 as of December 31, 2021. 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 June 30, 2022. Marketable Investments held in Trust Account A total of $101,050,500 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee. At June 30, 2022, assets of $101,188,246 ($101,050,971 at December 31, 2021) – including $137,746 of interest earned ($471 at December 31, 2021) – held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, none of which was available for working capital needs. Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $3,312,653 as a result of the IPO, consisting of $2,501,250 in underwriting commissions and $811,403 in additional offering costs. As of December 31, 2021, $2,981,229 of the aggregate offering costs have been charged to shareholders’ equity and the remaining amount of $331,424 was expensed. Common Stock Subject to Possible Redemption All of the 10,005,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature. In accordance with Accounting Standards Codification 480-10-S99-3A, “Classification and Measurement of Redeemable Securities,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. Accordingly, at June 30, 2022 and at December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $101,050,500 were presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Business Combination Marketing Fee Pursuant to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of June 30, 2022, nor as of December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022, nor at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the year ended December 31, 2021. As of June 30, 2022, the Company has established a provision for income taxes in the amount of $28,969. Franchise Tax Being incorporated in Delaware, the Company is subject to Delaware franchise tax. The calculation of the potential tax liability for the business year 2021, applying the “Authorized Shares Method” as well as the “Assumed Par Value Capital Method,” has shown that under both methods the maximum annual tax of $200,000 is reached. Accordingly, the Company has established a provision for franchise tax in the amount of $200,000 as per December 31, 2021. As of June 30, 2022 the Company has increased its provision for franchise tax to a total position of $300,000. Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023, for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A and Class B common stock for the period from January 1, 2022, through June 30, 2022, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three month ended ​ Six month ended ​ June 30, 2022 June 30, 2022 Earnings per Share calculation ​ ​ ​ ​ Class B shares outstanding ​ 2,501,250 ​ ​ 2,501,250 Class A shares Issued upon IPO ​ 10,883,700 ​ ​ 10,883,700 ​ ​ ​ ​ ​ ​ ​ Net Income available to stockholders ​ $ 629,240 ​ $ 7,685,749 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class B ​ Class A ​ Class B Allocation of Net Income available to ordinary shares ​ $ 511,654 ​ $ 117,586 ​ $ 6,249,511 ​ $ 1,436,238 Weighted Average Shares outstanding ​ 10,883,700 ​ 2,501,250 ​ ​ 10,883,700 ​ ​ 2,501,250 EPS ​ $ 0.047 ​ $ 0.047 ​ $ 0.574 ​ $ 0.574 ​ As of June 30, 2022, no Founder Shares are subject to forfeiture and the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

PUBLIC OFFERING

PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3 ─ PUBLIC OFFERING At the IPO, the Company sold 10,005,000 Units at a purchase price of $10.00 per Unit, which included 1,305,000 Units issued pursuant to the full exercise by the Underwriters of their over-allotment option, generating gross proceeds to the Company of $100,050,000. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), one redeemable warrant, with each warrant exercisable for one share of Class A common stock at a price of $11.50 per share (the “Public Warrants”) and one right to receive one-tenth A total of $101,050,500 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4 ─ RELATED PARTY TRANSACTIONS Founder Shares On October 23, 2020, our Co-Sponsor, FSC Sponsor LLC, acquired 2,371,875 shares of the Company’s Class B common stock (the “Founder Shares”), and Celtic Asset & Equity Partners, Ltd. acquired 503,125 Founder Shares, in exchange for an aggregate capital contribution of $25,000, at a purchase price of approximately $0.001 per share, in connection with our organization. On December 9, 2021, FSC Sponsor transferred and assigned an aggregate of 1,310,038 Founder Shares amongst certain of our initial stockholder, including Celtic Sponsor VII LLC, Caliente Management, LLC, Frio Investments, LLC, Celtic Asset & Equity Partners, Ltd., and each of the anchor investors. On September 21, 2021, the Company effected a 7 issued outstanding 7.2 issued outstanding 87 issued outstanding The Founder Shares included an aggregate of up to 326,250 shares of Class B common stock subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the IPO. On December 14, 2021, the Underwriter exercised the over-allotment option in full. As a result, no Founder Shares are subject to forfeiture. The Co-Sponsors and initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation of our initial Business Combination or (ii) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Concurrently with the closing of the IPO, our Co-Sponsors, anchor investors and I-Bankers purchased an aggregate of 504,950 Private Placement Units, generating gross proceeds of $5,049,500 in aggregate in a private placement. Each Private Placement Unit consists of one share of Class A common stock, one redeemable warrant, exercisable for one share of Class A common stock at a price of $11.50 per share (each, a “Private Placement Warrant”), and one right. Each right underlying the Private Placement Unit (each, a “Private Placement Right”) will entitle the holder to receive one The Private Placement Units (including the underlying Private Placement Rights, Private Placement Warrants, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights and the exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Units”). Following such period, the Private Placement Units (including the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights and the exercise of the Private Placement Warrants) will be transferable, assignable or salable, except that the Private Placement Units will not trade. Promissory Notes – Related Party Our liquidity needs have been satisfied prior to the completion of the IPO through a capital contribution from our initial stockholders of $25,000 for the Founder Shares and loans of $450,000, comprised of a $200,000 unsecured promissory note from our Co-Sponsor, FSC Sponsor LLC, and a convertible loan of $250,000 from an investor in FSC Sponsor LLC, Emil Assentato, under an unsecured promissory note, of which $250,000 has been drawn upon. The convertible note was issued on July 8, 2020 to Mr. Assentato for the principal amount of $250,000 to cover expenses related to the offering. The note is non-interest bearing and is payable on the date of the initial business combination. At the holder’s discretion, upon maturity, up to $250,000 of the note may be converted into warrants at a price of $1.00 per warrant. These warrants would be identical to the warrants comprising the Private Placement Units. On August 17, 2022, the Company entered into the Securities Purchase Agreement, pursuant to which the Company agreed to issue a promissory note in the aggregate principal amount of $200,000, 20,000 shares of Class A common stock and warrants to purchase 2,000 shares of common stock to the Purchaser for an aggregate purchase price of $200,000. The promissory note bears interest at the rate of 10% per annum, and the warrants issued are identical to the private warrants issued as part of the Private Placement Units. We intend to repay these loans of the proceeds of the Trust Account released to the Company upon successful consumption of the business combination. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Co-Sponsors, an affiliate of the Co-Sponsors, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. 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. Neither as of June 30, 2022, nor as of December 31, 2021, any Working Capital Loans were outstanding. Administrative Services Arrangement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay Celtic Asset & Equity Partners, Ltd. a monthly fee of $15,000, up to a maximum of $180,000 in the aggregate, for office space, utilities and secretarial, data room and administrative services. The Company has paid such aggregate amount in advance and charged one monthly fee of $15,000 against General & Administrative Expenses in December 2021. Accordingly, six monthly fees of a total amount of $90,000 were charged against General & Administrative Expenses in the six months ended June 30, 2022.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5 ─ COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Private Placement Units (and their underlying securities), the Representative Shares, the Representative Warrants (and their underlying securities) 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 a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the Underwriters a 30-day Simultaneously with the closing of the IPO, the Underwriters exercised the over-allotment option in full. As such, the Underwriters were paid an underwriting discount and commission of $0.25 per Unit, or $2,501,250 in the aggregate, payable upon the closing of the IPO, and I-Bankers was entitled to a business combination marketing fee of $3,501,750 in the aggregate, which is held in the Trust Account and payable upon completion of the Business Combination.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2022
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 6 ─ SHAREHOLDERS’ EQUITY The Company is authorized to issue a total of 111,000,000 shares, par value of $0.0001 per share, consisting of (a) 110,000,000 shares of common stock, including (i) 100,000,000 shares of Class A common stock, and (ii) 10,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). As of June 30, 2022, there were 10,883,700 outstanding issued Of the 2,501,250 shares of Class B common stock outstanding, an aggregate of up to 326,250 shares of Class B common stock were subject to forfeiture, to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the IPO (assuming the initial stockholders did not purchase any Public Shares in the IPO). As a result of the Underwriters’ full exercise of the over-allotment option, as of June 30, 2022, no share of Class B common stock was subject to forfeiture. As of June 30, 2022, no share of preferred stock was issued Rights As of June 30, 2022, there were 10,005,000 Public Rights and 504,950 Private Placement Rights outstanding, respectively. Each holder of a right will receive one-tenth 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Public Warrants and Private Placement Warrants As of June 30, 2022, there were 10,005,000 Public Warrants and 504,950 Private Placement Warrants outstanding, respectively. Pursuant to the Securities Purchase Agreement, we will issue an additional 2,000 Private Placement Warrants, and have the option to sell to the Purchaser an additional 1,500 Private Placement Warrants. Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or 30 days after the completion of our initial business combination. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. We have not registered the shares of Class A common stock issuable upon exercise of the warrants. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 Once the warrants become exercisable, we may call the warrants for redemption (excluding the Private Placement Warrants but including any outstanding Representative 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 (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering. We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued. If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” Private Placement Warrants Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of our Public Warrants, including as to exercise price, exercisability and exercise period. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and certain other permitted transferees) and they will not be redeemable by us so long as they are held by our Co-Sponsors, anchor investors, I-Bankers or any of their permitted transferees. Our Co-Sponsors, anchor investors, I-Bankers, and any of their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than our Co-Sponsors, anchor investors, I-Bankers or any of their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as our Public Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our Co-Sponsors, the underwriters or their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Representative Warrants and Representative Shares Upon the closing of the IPO, the Company issued to the Underwriters Representative Warrants exercisable for 800,400 shares of the Company’s Class A common stock, the exercise price of which will be $12.00 per share, and 373,750 Representative Shares. The Representative Warrants may be exercised during the period commencing on the later of the first anniversary of the registration’s effective date of December 9, 2022 and the closing of the Company’s initial Business Combination, and ending on the fifth anniversary of the commencement of the offering on December 9, 2026. The Company accounted for these 800,400 Representative Warrants as derivative warrant liability, resulting in a charge directly to shareholders’ equity. At June 30, 2022, the fair value of Representative Warrants was estimated to be approximately $15,974 (or approximately $0.02 per warrant) using the Black-Scholes option-pricing model. The fair value of the Representative Warrants granted to the Underwriters were estimated as of June 30, 2022, using the following assumptions: (1) implied volatility of 2.11%, (2) risk-free interest rate of 3.01%, (3) expected life of 4.46 years and (4) probability of a successful Business Combination of 70%. The Representative Warrants and the shares of Class A common stock underlying Representative Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up immediately following December 14, 2021, pursuant to FINRA Rule 5110(e)(1). The Representative Warrants grants to holders demand and “piggy back” rights for periods of five The Underwriters agreed not to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion of the Business Combination. In addition, the Underwriters agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following December 14, 2021 pursuant to FINRA Rule 5110(e)(1).

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 7 – RECURRING FAIR VALUE MEASUREMENTS At June 30, 2022, the Company’s warrant liability was valued at $881,480. Compared to the valuation at the December 31, 2021, this represents a liability decrease of $8,458,021. Under the guidance in ASC 815-40, the Public Warrants, the Private Placement Warrants and the Representative Warrants do not meet the criteria for equity treatment. As such, the Public Warrants, the Private Warrants and the Representative Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs associated with the warrant liabilities are expensed, and offering costs associated with the shares of Class A common stock are charged to shareholders’ equity. Offering costs are charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants and the Private Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, upon completion of the proposed Public Offering, offering costs allocated to derivative warrant liabilities of $331,424 were expensed as incurred in the statement of operations. On December 14, 2021, the total offering costs added up to $3,312,653 and consisted of $2,501,250 in underwriting fees and $811,403 of actual offering costs. Therefore, an amount of $2,984,229 was allocated to the Public Shares and charged against equity, together with $11,356,592 included in accumulated deficit as an allocation for the Public Warrants, the Private Warrants and the Representative Warrants classified as liabilities; $4,077,400 were included in additional paid-in capital in connection with the shares of Class A common stock and with additional $1,387,823 of other accumulated profit, all together adds up to an accumulated deficit (including reclassifications) of $8,872,598 as per December 31, 2021. With the separate trading of the Public Warrants as from January 10, 2022 and the respective shift from Level 3 to Level 1, a substantial reduction of the deferred warrant liability by $8,458,021 took place and the accumulated deficit (including reclassifications of negative paid in capital) was reduced to $1,186,850 as per June 30, 2022. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description June 30, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ Marketable investments in Trust Account ​ $ 101,188,246 ​ $ 101,188,246 — ​ — Warrant Liabilities: ​ ​ ​ Private Placement Warrants ​ $ 41,406 ​ — — ​ $ 41,406 Public Warrants ​ $ 824,100 ​ $ 824,100 ​ Representative Warrants ​ $ 15,974 ​ ​ — ​ — ​ $ 15,974 ​ The Company utilizes the Black-Scholes Option pricing model to value the Private Placement Warrants and the Representative Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Warrant liability is determined using Level 3 inputs. With respect to the Public Warrants, a shift from Level 3 classification (at December 31, 2021) to Level 1 (at June 30, 2022) has happened, triggered by the commencement of separate trading of the warrants as from January 10, 2022. Inherent in the Black-Scholes pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical industry volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. In addition, management includes assumptions regarding the probability of a successful Business Combination. The aforementioned Private Placement Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs. Due to the current market conditions for special purpose acquisition companies, the observable market price for the Public Warrants as of June 30, 2022 was below what an option pricing model would return even with negligible volatility (> 0.001%) input. As a consequence, we have concluded that as of June 30, 2022, the fair value for the Private Placement Warrants is equal to the market price of the Public Warrants. At June 30, 2022 in accordance with the market price of a Public Warrant, the fair value of a Private Warrant was $0.082. The aforementioned Public Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs. On January 10, 2022 the Units issued in the Public Offering were split and the Public Shares, Public Warrants and Public Rights started to trade separately. With an observable market quote in an active market the Public Warrants transferred from Level 3 to Level 1 classification in the period ended June 30, 2022. At June 30, 2022 the market price and accordingly the fair value of a Public Warrant was $0.082. The aforementioned Representative Warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which the change in valuation technique or methodology occurs. The following table provides quantitative information regarding Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ at June 30, 2022 at December 31, 2021 ​ Stock Price ​ $ 9.97 ​ $ 9.41 ​ Exercise Price ​ $ 12.00 ​ $ 12.00 ​ Redemption Trigger Price ​ $ 18.00 ​ $ 18.00 ​ Term (years) ​ 4.46 ​ 4.96 ​ Risk Free Rate ​ 3.01 % 1.27 % Volatility ​ 2.11 % 17.22 % Probability Factor ​ 70 % 70 % Fair Value 1 Representative Warrant ​ $ 0.02 ​ $ 0.57 ​ ​ At June 30, 2022, the fair value of a Representative Warrant was $0.02.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 ─ SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On August 17, 2022, the Company entered into the Securities Purchase Agreement pursuant to which the Company established an equity line of credit, of which the Company has drawn $200,000 and may draw an additional $150,000. Pursuant to the Securities Purchase Agreement, the Company agreed to sell to the Purchaser a promissory note in the aggregate principal amount of $200,000, 20,000 shares of Class A common stock and warrants to purchase 2,000 shares of common stock, for an aggregate purchase price of $200,000, and the Purchaser committed to enter into an additional promissory note in the aggregate principal amount of up to $150,000, an additional 15,000 shares of Class A common stock and warrants to purchase up to 1,500 shares of common stock, for an aggregate purchase price of up to $150,000. The promissory note bears interest at the rate of 10% per annum, and the warrants issued are identical to the private warrants issued as part of the Private Placement Units.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company had $1,433 in cash as of June 30, 2022 compared to $365,399 as of December 31, 2021. 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 June 30, 2022.
Marketable Investments held in Trust Account	Marketable Investments held in Trust Account A total of $101,050,500 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee. At June 30, 2022, assets of $101,188,246 ($101,050,971 at December 31, 2021) – including $137,746 of interest earned ($471 at December 31, 2021) – held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, none of which was available for working capital needs.
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $3,312,653 as a result of the IPO, consisting of $2,501,250 in underwriting commissions and $811,403 in additional offering costs. As of December 31, 2021, $2,981,229 of the aggregate offering costs have been charged to shareholders’ equity and the remaining amount of $331,424 was expensed.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 10,005,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature. In accordance with Accounting Standards Codification 480-10-S99-3A, “Classification and Measurement of Redeemable Securities,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. Accordingly, at June 30, 2022 and at December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $101,050,500 were presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.
Concentration of Credit risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Business Combination Marketing Fee	Business Combination Marketing Fee Pursuant to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of June 30, 2022, nor as of December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022, nor at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the year ended December 31, 2021. As of June 30, 2022, the Company has established a provision for income taxes in the amount of $28,969.
Franchise Tax	Franchise Tax Being incorporated in Delaware, the Company is subject to Delaware franchise tax. The calculation of the potential tax liability for the business year 2021, applying the “Authorized Shares Method” as well as the “Assumed Par Value Capital Method,” has shown that under both methods the maximum annual tax of $200,000 is reached. Accordingly, the Company has established a provision for franchise tax in the amount of $200,000 as per December 31, 2021. As of June 30, 2022 the Company has increased its provision for franchise tax to a total position of $300,000.
Warrants	Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023, for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A and Class B common stock for the period from January 1, 2022, through June 30, 2022, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three month ended ​ Six month ended ​ June 30, 2022 June 30, 2022 Earnings per Share calculation ​ ​ ​ ​ Class B shares outstanding ​ 2,501,250 ​ ​ 2,501,250 Class A shares Issued upon IPO ​ 10,883,700 ​ ​ 10,883,700 ​ ​ ​ ​ ​ ​ ​ Net Income available to stockholders ​ $ 629,240 ​ $ 7,685,749 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class B ​ Class A ​ Class B Allocation of Net Income available to ordinary shares ​ $ 511,654 ​ $ 117,586 ​ $ 6,249,511 ​ $ 1,436,238 Weighted Average Shares outstanding ​ 10,883,700 ​ 2,501,250 ​ ​ 10,883,700 ​ ​ 2,501,250 EPS ​ $ 0.047 ​ $ 0.047 ​ $ 0.574 ​ $ 0.574 ​ As of June 30, 2022, no Founder Shares are subject to forfeiture and the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reconciliation of Net Income per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three month ended ​ Six month ended ​ June 30, 2022 June 30, 2022 Earnings per Share calculation ​ ​ ​ ​ Class B shares outstanding ​ 2,501,250 ​ ​ 2,501,250 Class A shares Issued upon IPO ​ 10,883,700 ​ ​ 10,883,700 ​ ​ ​ ​ ​ ​ ​ Net Income available to stockholders ​ $ 629,240 ​ $ 7,685,749 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class B ​ Class A ​ Class B Allocation of Net Income available to ordinary shares ​ $ 511,654 ​ $ 117,586 ​ $ 6,249,511 ​ $ 1,436,238 Weighted Average Shares outstanding ​ 10,883,700 ​ 2,501,250 ​ ​ 10,883,700 ​ ​ 2,501,250 EPS ​ $ 0.047 ​ $ 0.047 ​ $ 0.574 ​ $ 0.574

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
Schedule of company's assets that 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 June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description June 30, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ Marketable investments in Trust Account ​ $ 101,188,246 ​ $ 101,188,246 — ​ — Warrant Liabilities: ​ ​ ​ Private Placement Warrants ​ $ 41,406 ​ — — ​ $ 41,406 Public Warrants ​ $ 824,100 ​ $ 824,100 ​ Representative Warrants ​ $ 15,974 ​ ​ — ​ — ​ $ 15,974
Representative Warrants
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ at June 30, 2022 at December 31, 2021 ​ Stock Price ​ $ 9.97 ​ $ 9.41 ​ Exercise Price ​ $ 12.00 ​ $ 12.00 ​ Redemption Trigger Price ​ $ 18.00 ​ $ 18.00 ​ Term (years) ​ 4.46 ​ 4.96 ​ Risk Free Rate ​ 3.01 % 1.27 % Volatility ​ 2.11 % 17.22 % Probability Factor ​ 70 % 70 % Fair Value 1 Representative Warrant ​ $ 0.02 ​ $ 0.57 ​

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Details)					6 Months Ended
	Aug. 17, 2022 USD ($) shares	Dec. 14, 2021 USD ($) $ / shares shares	Dec. 09, 2021 shares	Oct. 23, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 04, 2021 USD ($)	Dec. 03, 2021 USD ($)	Jul. 08, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Price per unit | $ / shares		$ 10.10			$ 10
Transaction Costs							$ 2,981,229
Underwriting Commissions					$ 2,501,250
Share price | $ / shares					$ 10.10
Investments Maximum Maturity Term		185 days
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination					100%
Redemption Of Percentage Of Common Stock Included In Units Sold In Offering					15%
Cash					$ 1,433		365,399
No Of Months To Complete Acquisition					12 months
Cash held outside the Trust Account					$ 1,433	$ 211,886	365,399
Condition for future business combination number of businesses minimum | item					1
Maximum net interest to pay dissolution expenses					$ 100,000
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account					80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50%
Minimum net tangible asset upon consummation of business combination					$ 5,000,001
Marketable investments held in Trust Account					$ 101,188,246		$ 101,050,971
Percentage of underwriters commission on gross proceeds of IPO					2.50%
IPO funds deposited in trust account					$ 411,372
Percentage of outstanding Public Shares					100%
Threshold Trading Closing of Initial Public Shares Initial Business Combination					12 months
Threshold trading total of maximum months to complete business combination					18 months
Threshold trading extend period up to two times an additional months					3 months
Threshold trading days advance notice prior to applicable deadline complete business combination					5 days
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 200,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares				$ 0.001
Founder Shares | Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of founder shares				$ 25,000
Number of shares issued | shares			1,310,038	503,125
Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares					$ 1
Principal amount										$ 250,000
Promissory Note with Related Party | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Principal amount	200,000
Promissory Note with Related Party | Subsequent Event | Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Principal amount	200,000
Aggregate purchase price	200,000
Additional Promissory Note with Related Party | Subsequent Event | Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Principal amount	150,000
Aggregate purchase price	$ 150,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant | $ / shares					$ 11.50
Class A common stock | Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares					20,000
Class A common stock | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	20,000
Class A common stock | Promissory Note with Related Party | Subsequent Event | Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares into which warrants to be converted | shares	2,000
Principal amount	$ 200,000
Number of shares issued | shares	20,000
Class A common stock | Additional Promissory Note with Related Party | Subsequent Event | Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares into which warrants to be converted | shares	1,500
Principal amount	$ 150,000
Number of shares issued | shares	15,000
Aggregate purchase price	$ 150,000
Class B common stock | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares				2,371,875
Representative Shares
Subsidiary, Sale of Stock [Line Items]
Sale of units in IPO, net of offering costs (in shares) | shares					373,750
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of units in IPO, net of offering costs (in shares) | shares		10,005,000			8,700,000
Price per unit | $ / shares		$ 10
Transaction Costs								$ 3,312,653
Other offering costs								811,403
Deferred Offering Costs									$ 332,315
Underwriting Commissions								$ 2,501,250
Share price | $ / shares					$ 10
Threshold Trading Days For Redeem Public Shares After Completion Of Initial Business Combination					10 days
Cash held outside the Trust Account		$ 554,057
Gross proceeds from sale of units		$ 5,049,500
Public Warrants expiration term					5 years
Exercise price of warrant | $ / shares		$ 11.50			$ 12
Percentage of cash fee on gross proceeds of IPO					3.50%
IPO funds deposited in trust account					$ 3,501,750
Deposit into Trust Account Upon Consummation Of Business Combination		$ 1,000,500
Consummation of business combination share price per share | $ / shares		$ 0.10
IPO | US Treasury and Government
Subsidiary, Sale of Stock [Line Items]
Amount Per Unit, Assets Held In Trust Noncurrent | $ / shares		$ 10.10
Marketable investments held in Trust Account		$ 101,050,500
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares into which warrants to be converted | shares					800,400
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of private placement units					$ 5,049,500
Number of shares issued | shares					504,950
Private Placement. | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Sale of units in IPO, net of offering costs (in shares) | shares		504,950
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares into which warrants to be converted | shares					504,950
Exercise price of warrant | $ / shares					$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of units in IPO, net of offering costs (in shares) | shares		1,305,000			1,305,000
Percentage of number of units					15%
Units options exercised | shares					1,305,000
Over-allotment option | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Sale of units in IPO, net of offering costs (in shares) | shares		1,305,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		6 Months Ended	12 Months Ended
	Dec. 14, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 04, 2021
Cash		$ 1,433	$ 365,399
Cash equivalents		0
Marketable investments held in Trust Account		101,188,246	101,050,971
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		0	0
Provision for income taxes		28,969
Transaction Costs			2,981,229
Underwriting commissions		2,501,250
Expensed amount			331,424
Interest Earned on Assets Held in Trust Account		137,746	471
Maximum annual franchise tax			200,000
Provision for franchise tax		300,000	200,000
Federal depository insurance coverage		$ 250,000
Shares subject to forfeiture		0
IPO
Aggregate proceeds held in trust account	$ 101,050,500
Gross proceeds from sale of units	$ 5,049,500
Percentage of gross proceeds		3.50%
Transaction Costs				$ 3,312,653
Underwriting commissions				2,501,250
Other offering costs				$ 811,403
Class A common stock
Shares subject to possible redemption in Value		$ 101,050,500	$ 101,050,500
Common shares, shares outstanding		504,950	504,950
Class A common stock subject to redemption
Shares subject to possible redemption		10,005,000	10,005,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income Per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Net Income available to stockholders	$ 629,240	$ 7,056,509	$ 0	$ 0	$ 7,685,749	$ 0
Class A common stock
Weighted average shares outstanding, Basic	10,883,700		0		10,883,700	0
Weighted average shares outstanding, Diluted	10,883,700		0		10,883,700	0
Allocation of Net Income available to ordinary shares	$ 511,654				$ 6,249,511
Earning per share, Basic	$ 0.047		$ 0		$ 0.574	$ 0
Earning per share, Diluted	$ 0.047		$ 0		$ 0.574	$ 0
Class B common stock
Weighted average shares outstanding, Basic	2,501,250		2,501,250		2,501,250	2,501,250
Weighted average shares outstanding, Diluted	2,501,250		2,501,250		2,501,250	2,501,250
Allocation of Net Income available to ordinary shares	$ 117,586				$ 1,436,238
Earning per share, Basic	$ 0.047		$ 0		$ 0.574	$ 0
Earning per share, Diluted	$ 0.047		$ 0		$ 0.574	$ 0

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - USD ($)			6 Months Ended
	Dec. 14, 2021	Dec. 04, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Price per unit	$ 10.10		$ 10
Common shares, par value, (per share)			0.0001
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)			0.0001	$ 0.0001
Exercise price of warrants			$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,005,000		8,700,000
Price per unit	$ 10
Number of shares in a unit		1
Common shares, par value, (per share)		$ 0.0001
Number of shares issuable per warrant		1
Exercise price of warrants	$ 11.50		$ 12
Number of Rights per unit		1
Aggregate proceeds held in trust account	$ 101,050,500
Proceeds from Issuance Initial Public Offering	$ 100,050,000
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of common shares unit		0.1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,305,000		1,305,000
Over-allotment option | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,305,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 14, 2021 shares	Dec. 09, 2021 shares	Nov. 23, 2021 shares	Oct. 13, 2021 shares	Sep. 21, 2021 shares	Oct. 23, 2020 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 shares
Related Party Transaction [Line Items]
Shares subject to forfeiture							0
Share price | $ / shares							$ 10.10
Class B common stock
Related Party Transaction [Line Items]
Shares subject to forfeiture							326,250
Common shares, shares outstanding							2,501,250	2,501,250
Common shares, shares issued							2,501,250	2,501,250
Sponsor | Class B common stock
Related Party Transaction [Line Items]
Number of shares issued						2,371,875
Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture	0
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%
Share price | $ / shares						$ 0.001
Founder Shares | Class B common stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	326,250
Split ratio					0.7
Founder Shares | Class B common stock | 7 for 10
Related Party Transaction [Line Items]
Common shares, shares outstanding					2,875,000		2,012,500
Common shares, shares issued					2,875,000		2,012,500
Founder Shares | Class B common stock | 7.2 for 7
Related Party Transaction [Line Items]
Split ratio				1.03
Common shares, shares outstanding				2,012,500			2,070,000
Common shares, shares issued				2,012,500			2,070,000
Founder Shares | Class B common stock | 87 for 72
Related Party Transaction [Line Items]
Split ratio			1.21
Common shares, shares outstanding			2,070,000				2,501,250
Common shares, shares issued			2,070,000				2,501,250
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued		1,310,038				503,125
Proceeds from sale of founder shares | $						$ 25,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details)		6 Months Ended	12 Months Ended
	Aug. 17, 2022 USD ($) shares	Jun. 30, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 14, 2021 $ / shares	Jul. 08, 2020 USD ($)
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000
maximum Loans Convertible Into Warrants		1,500,000
Working Capital Loans		$ 0	$ 0
Price per unit | $ / shares		$ 10		$ 10.10
Class A common stock
Related Party Transaction [Line Items]
Exercise price of warrants | $ / shares		$ 11.50
Subsequent Event
Related Party Transaction [Line Items]
Aggregate purchase price	$ 200,000
Subsequent Event | Class A common stock
Related Party Transaction [Line Items]
Number of shares issued | shares	20,000
Subsequent Event | Director [Member]
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued | shares	2,000
General and Administrative Expense
Related Party Transaction [Line Items]
Expenses incurred and paid		$ 90,000	$ 15,000
Minimum
Related Party Transaction [Line Items]
Expenses per month		15,000
Maximum
Related Party Transaction [Line Items]
Expenses per month		$ 180,000
Private Placement Warrants
Related Party Transaction [Line Items]
Number of shares per warrant | shares		0.1
Private Placement.
Related Party Transaction [Line Items]
Proceeds from sale of private placement units		$ 5,049,500
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Number of shares issued | shares		504,950
Private Placement. | Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued | shares		504,950
Exercise price of warrants | $ / shares		$ 11.50
Number of shares per warrant | shares		1
Number of Shares Issued Per Unit | shares		1
Promissory Note with Related Party
Related Party Transaction [Line Items]
Capital contribution from shareholders		$ 25,000
Loan from sponsor		450,000
Unsecured promissory note		200,000
Convertible loan		250,000
Unsecured promissory note withdrawn		250,000
Principal amount					$ 250,000
Maturity of debt		$ 250,000
Price of warrant | $ / shares		$ 1
Promissory Note with Related Party | Subsequent Event
Related Party Transaction [Line Items]
Principal amount	$ 200,000
Interest rate	10%
Promissory Note with Related Party | Private Placement Warrants | Subsequent Event
Related Party Transaction [Line Items]
Interest rate	10%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended
	Dec. 14, 2021 shares	Jun. 30, 2022 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Underwriting discount per unit | $ / shares		$ 0.25
Maximum number of demands for registration of securities | item		3
Underwriting discount paid		$ 2,501,250
Deferred underwriting fees		$ 3,501,750
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Granted term		30 days
Number of units issued | shares	1,305,000	1,305,000

SHAREHOLDERS' EQUITY - Common S

SHAREHOLDERS' EQUITY - Common Stock and Rights (Details) - $ / shares		6 Months Ended	12 Months Ended
	Oct. 23, 2020	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		111,000,000
Common shares, par value (in dollars per share)		$ 0.0001
Preferred Stock, Shares Authorized		1,000,000
Shares subject to forfeiture		0
Common Stock Shares Subject To Forfeiture As Percent Of Issued And Outstanding Shares		20%
Preferred Stock, Shares Issued		0
Preferred Stock, Shares Outstanding		0
Public Rights
Class of Stock [Line Items]
Warrants or rights outstanding		10,005,000
Private Placement Rights
Class of Stock [Line Items]
Warrants or rights outstanding		504,950
Private Placement.
Class of Stock [Line Items]
Number of shares issued		504,950
Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		110,000,000
Representative Shares
Class of Stock [Line Items]
Number of shares issued		373,750
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		100,000,000		100,000,000
Common shares, par value (in dollars per share)		$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)		504,950		504,950
Common shares, shares outstanding (in shares)		504,950		504,950
Rights receive by each holder		0.1
Class A common stock | Securities Purchase Agreement
Class of Stock [Line Items]
Number of shares issued		20,000
Class A common stock | Securities Purchase Agreement | Option
Class of Stock [Line Items]
Number of shares issued		15,000
Class A common stock | Common Stock | Private Placement.
Class of Stock [Line Items]
Number of shares issued			0
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		10,000,000		10,000,000
Common shares, par value (in dollars per share)		$ 0.0001		$ 0.0001
Shares subject to forfeiture		326,250
Common shares, shares issued (in shares)		2,501,250		2,501,250
Common shares, shares outstanding (in shares)		2,501,250		2,501,250
Class B common stock | Sponsor
Class of Stock [Line Items]
Number of shares issued	2,371,875
Class B common stock | Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture		0

SHAREHOLDERS' EQUITY - Public W

SHAREHOLDERS' EQUITY - Public Warrants and Private Placement Warrants (Details) - $ / shares		6 Months Ended
	Dec. 14, 2021	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Warrants And Rights Outstanding Exercisable Term From Closing Of Public Offering		30 days
Shares subject to forfeiture		0
Share price		$ 10.10
Representative Warrants Grants Term For Demands	5 years
Representative Warrants Grants Term For Piggy Back	7 years
Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Warrants Issued		2,000
Securities Purchase Agreement | Option
Class of Warrant or Right [Line Items]
Warrants Issued		1,500
Class A common stock
Class of Warrant or Right [Line Items]
Exercise price of warrants		$ 11.50
Warrants And Rights Outstanding Exercisable Term After Business Combination		12 months
Class A common stock | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Share price		$ 18
Class A common stock | Maximum
Class of Warrant or Right [Line Items]
Warrants And Rights Outstanding Exercisable Term After Business Combination		18 months
Class B common stock
Class of Warrant or Right [Line Items]
Shares subject to forfeiture		326,250
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants or rights outstanding		504,950
ThresholdPeriodForNotToTransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombination		30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants or rights outstanding		10,005,000
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)		$ 11.50
Threshold consecutive trading days for redemption of public warrants		30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days

SHAREHOLDERS' EQUITY - Represen

SHAREHOLDERS' EQUITY - Representative Warrants and Representative Shares (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) item $ / shares shares	Dec. 14, 2021 $ / shares
Class of Warrant or Right [Line Items]
Purchase price, per unit	$ 10	$ 10.10
Period Of Time Within Which Registration Statement Is Expected To Become Effective	60 days
Number of trading days on which fair market value of shares is reported | item	10
Redeemable warrants
Class of Warrant or Right [Line Items]
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $	$ 15,974
Purchase price, per unit	$ 0.02
Class A common stock
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Underwriter [Member] | Class A common stock
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	800,400
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 12
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares	373,750
Business combination
Class of Warrant or Right [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	70%
Black-Scholes option-pricing model | Expected volatility
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.11
Black-Scholes option-pricing model | Risk Free Rate
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.01
Black-Scholes option-pricing model | Expected life
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.46

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable investments in Trust Account	$ 101,188,246	$ 101,050,971
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable investments in Trust Account	101,188,246
Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	41,406
Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	824,100
Recurring | Representative Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	15,974
Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable investments in Trust Account	101,188,246
Level 1 | Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 1 | Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	824,100
Level 1 | Recurring | Representative Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 2 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable investments in Trust Account	0
Level 2 | Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 2 | Recurring | Representative Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 3 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable investments in Trust Account	0
Level 3 | Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	41,406
Level 3 | Recurring | Representative Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 15,974

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Jun. 30, 2022 $ / shares	Dec. 31, 2021
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.082
Percentage of volatility based on current market conditions	0.001%
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.082
Representative Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.02
Representative Warrants | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.02	0.57
Representative Warrants | Stock Price | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	9.97	9.41
Representative Warrants | Exercise (Strike) Price (K) | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	12	12
Representative Warrants | Redemption Trigger Price | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	18	18
Representative Warrants | Expected life | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	4.46	4.96
Representative Warrants | Risk Free Rate | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	3.01	1.27
Representative Warrants | Volatility | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	2.11	17.22
Representative Warrants | Probability Factor | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	70	70

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)		6 Months Ended	12 Months Ended
	Dec. 14, 2021	Jun. 30, 2022	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrant liabilities		$ 881,480	$ 9,339,501
Offering cost	$ 3,312,653	331,424
Underwriters fee	2,501,250
Actual offering costs	811,403
Offering expenses charged against equity	2,984,229
Offering costs included in accumulated deficit	11,356,592
Offering costs included in additional paid in capital	4,077,400
Offering costs included in other accumulated profit	$ 1,387,823
Accumulated deficit		1,186,850	8,872,598
Decrease in deferred warrant liability		$ 8,458,021	$ 8,458,021

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		6 Months Ended
	Aug. 17, 2022	Jun. 30, 2022	Jul. 08, 2020
Subsequent Event [Line Items]
Share Price.		$ 10.10
Class A common stock | Securities Purchase Agreement
Subsequent Event [Line Items]
Number of shares issued		20,000
Private Placement.
Subsequent Event [Line Items]
Number of shares issued		504,950
Promissory Note with Related Party
Subsequent Event [Line Items]
Principal amount			$ 250,000
Subsequent Event
Subsequent Event [Line Items]
Aggregate purchase price	$ 200,000
Subsequent Event | Class A common stock
Subsequent Event [Line Items]
Number of shares issued	20,000
Subsequent Event | Director [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,000
Subsequent Event | Promissory Note with Related Party
Subsequent Event [Line Items]
Principal amount	$ 200,000
Interest rate	10%
Subsequent Event | Promissory Note with Related Party | Securities Purchase Agreement
Subsequent Event [Line Items]
Principal amount	$ 200,000
Aggregate purchase price	200,000
line of credit	200,000
Subsequent Event | Promissory Note with Related Party | Class A common stock | Securities Purchase Agreement
Subsequent Event [Line Items]
Principal amount	$ 200,000
Number of shares issued	20,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,000
Subsequent Event | Additional Promissory Note with Related Party | Securities Purchase Agreement
Subsequent Event [Line Items]
Principal amount	$ 150,000
Aggregate purchase price	150,000
line of credit	150,000
Subsequent Event | Additional Promissory Note with Related Party | Class A common stock | Securities Purchase Agreement
Subsequent Event [Line Items]
Principal amount	$ 150,000
Number of shares issued	15,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,500
Aggregate purchase price	$ 150,000