OTR Acquisition 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2022shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity Registrant Name	OTR Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39708
Entity Tax Identification Number	85-2136914
Entity Address, Address Line One	1395 Brickell Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	305
Local Phone Number	697-9600
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
Transition Report	true
Entity Central Index Key	0001821318
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
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	OTRA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	10,630,179
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	2,611,838
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	OTRAU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	OTRAW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 83,673	$ 261,696
Prepaid expenses	12,680	76,081
Total Current Assets	96,353	337,777
Cash and marketable securities held in Trust Account	107,097,296	107,086,513
Total Assets	107,193,649	107,424,290
Current Liabilities
Accrued expenses	1,454,694	176,887
Promissory note	100,000
Total Current Liabilities	1,554,694	176,887
Deferred underwriting fee payable	3,395,389	3,395,389
Derivative warrant liabilities	2,079,208	5,520,716
Total Liabilities	7,029,291	9,092,992
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(6,921,260)	(8,754,320)
Total Stockholders' Deficit	(6,920,980)	(8,754,040)
Total Liabilities and Stockholders' Deficit	107,193,649	107,424,290
Class A common stock
Current Liabilities
Class A common stock subject to possible redemption; 10,447,350 shares issued and outstanding (redemption value of approximately $10.25 per share)	107,085,338
Common stock Class A subject to possible redemption
Current Liabilities
Class A common stock subject to possible redemption; 10,447,350 shares issued and outstanding (redemption value of approximately $10.25 per share)	107,085,338	107,085,338
Common stock Class A subject to not possible redemption
Stockholders' Deficit
Common stock	18	18
Class B common stock
Stockholders' Deficit
Common stock	$ 262	$ 262

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Shares subject to possible redemption	10,447,350	10,447,350
Shares subject to possible redemption, par value	$ 10.25	$ 10.25
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	182,829	182,829
Common stock, shares outstanding	182,829	182,829
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,611,838	2,611,838
Common stock, shares outstanding	2,611,838	2,611,838

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating costs	$ 1,619,231	$ 237,739
Loss from operations	(1,619,231)	(237,739)
Other income:
Interest earned on cash and marketable securities held in Trust Account	10,783	31,033
Change in fair value of derivative warrant liabilities	3,441,508	4,454,294
Net income	$ 1,833,060	$ 4,247,588
Redeemable Class A common stock
Other income:
Basic weighted average shares outstanding of common stock	10,447,350	10,447,350
Diluted weighted average shares outstanding of common stock	10,447,350	10,447,350
Basic net income per share	$ 0.14	$ 0.32
Diluted net income per share	$ 0.14	$ 0.32
Non-redeemable common stock
Other income:
Basic weighted average shares outstanding of common stock	2,794,667	2,794,667
Diluted weighted average shares outstanding of common stock	2,794,667	2,794,667
Basic net income per share	$ 0.14	$ 0.32
Diluted net income per share	$ 0.14	$ 0.32

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stockCommon Stock	Class B common stockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 18	$ 262	$ 0	$ (13,441,493)	$ (13,441,213)
Balance at the beginning (in shares) at Dec. 31, 2020	182,829	2,611,838
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				4,247,588	4,247,588
Balance at the end (in shares) at Mar. 31, 2021	182,829	2,611,838
Balance at the end at Mar. 31, 2021	$ 18	$ 262		(9,193,905)	(9,193,625)
Balance at the beginning at Dec. 31, 2021	$ 18	$ 262		(8,754,320)	(8,754,040)
Balance at the beginning (in shares) at Dec. 31, 2021	182,829	2,611,838
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				1,833,060	1,833,060
Balance at the end (in shares) at Mar. 31, 2022	182,829	2,611,838
Balance at the end at Mar. 31, 2022	$ 18	$ 262		$ (6,921,260)	$ (6,920,980)

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 1,833,060	$ 4,247,588
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(10,783)	(31,033)
Change in fair value of derivative warrant liabilities	(3,441,508)	(4,454,294)
Changes in operating assets and liabilities:
Prepaid expenses	63,401	63,401
Accrued expenses	1,277,807	(130,524)
Net cash used in operating activities	(278,023)	(304,862)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note	100,000
Net cash provided by financing activities	100,000
Net Change in Cash	(178,023)	(304,862)
Cash - Beginning of period	261,696	991,720
Cash - End of period	$ 83,673	$ 686,858

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS OTR Acquisition Corp . The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts to initially focus on identifying businesses within North America. As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period from July 23, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and negotiating and seeking to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement on Form S-1 for the Company’s Initial Public Offering was declared effective on November 17, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered in the Initial Public Offering, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100.0 million. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The underwriters’ over-allotment option was partially exercised, resulting in the purchase of an additional 447,350 Units, resulting into incremental gross proceeds of approximately $4.5 million. On December 21, 2020, the underwriters waived their right to exercise the remaining over-allotment option. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,650,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5.7 million. In connection with the partial exercise of the underwriters’ over-allotment option, the Sponsor purchased an additional 167,757 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.17 million (see Note 4). Transaction costs amounted to $7.1 million consisting of $1.8 million of the fair value of the shares issued to Maxim Group LLC for acting as the representative of the several underwriters in connection with the Initial Public Offering, $1.3 million in cash underwriting fees, $3.4 million of deferred underwriting fees and $0.55 million of other offering costs. In addition, as of March 31, 2022 cash of $83,673 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriters’ over-allotment option), $107.1 million ($10.25 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The funds in the Trust Account can only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account as described below. ​ NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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 (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a 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. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of its initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of its initial Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus 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). There will be no redemption rights upon the completion of an initial Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended 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 20% or more of the Public Shares, without the prior consent of the Company. ​ NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 18 months from the closing of the Initial Public Offering, or May 19, 2022, to complete a Business Combination (the “Combination Period”). 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 not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined in Note 6) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, 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 deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.25 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.25 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and 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. Business Combination On January 31, 2022, Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”), CLS Sub Merger 1 Corp., a Delaware corporation and newly formed, wholly-owned subsidiary of Holdco (“Comera Merger Sub”), CLS Sub Merger 2 Corp., a Delaware corporation and newly formed, wholly-owned subsidiary of Holdco (“OTR Merger Sub”), the Company and Comera Life Sciences, Inc., a Delaware corporation (“Comera”), entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”). NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) Business Combination (Continued) If the Business Combination Agreement and the transactions contemplated thereby provide that, subject to adoption and approval by the Company’s stockholders, and the proposed Business Combination is subsequently completed, (i) Comera Merger Sub be merged with and into Comera, with Comera surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Comera Merger”) and (ii) OTR Merger Sub will be merged with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of Holdco (the “OTR Merger”) (collectively with the other transactions described in the Business Combination Agreement, the “Proposed Business Combination”). For additional information regarding the Business Combination and the Merger Agreement and related agreements, see the Current Reports on Form 8-K filed by the Company with the SEC on January 31, 2022 and on February 4, 2022. On April 14, 2022, the SEC declared effective Comera’s registration statement on Form S-4 (File No. 333-263377) (the “S-4 Registration Statement”) filed with the SEC in connection with the Proposed Business Combination and, on April 15, 2022, the Company commenced mailing the definitive proxy statement/prospectus relating to the special meeting in lieu of the 2022 annual meeting of the Company’s stockholders (the “Special Meeting”). The Company held the Special Meeting in a virtual format on May 10, 2022, at 2:00 p.m., Eastern time. At the Special Meeting the Company’s stockholders adopted the Business Combination Agreement, thereby approving the Proposed Business Combination and approved the other proposals described in the S-4 Registration Statement. As of May 11, 2022, holders of an aggregate of 10,279,363 shares of Class A common stock had exercised their right to redeem their shares in connection with the Special Meeting. Subsequently, the Company has been made aware that certain holders of Class A common stock may request to change their election to have their shares redeemed, which the Company may allow. There can be no assurance, however, that such holders will request to change their election to redeem their shares or that the final number of shares redeemed will decrease. Upon the closing of the Proposed Business Combination (the “Closing”), which is expected to occur on or before May 19, 2022, subject to satisfaction or waiver of all necessary closing conditions set forth in the Business Combination Agreement, by virtue of the Comera Merger, all shares of Comera common stock issued and outstanding immediately prior to the Closing (including shares of Comera common stock issued upon conversion of Comera preferred stock immediately prior to the Closing) will be canceled and converted into the right to receive shares of Holdco common stock, all Comera vested in-the-money stock options outstanding will be canceled and converted into the right to receive shares of Holdco common stock and all outstanding Comera unvested stock options and Comera vested out-of-the-money options will be converted into options to purchase shares of Holdco common stock. The aggregate transaction consideration to be paid in the Comera Merger will be the number of shares of Holdco common stock equal to $126 million divided by $10.00. The aggregate transaction consideration will be allocated among the holders of shares of Comera common stock (including Comera common stock issued upon the conversion of Comera preferred stock) and holders of Comera in-the-money stock options. In addition, at the Closing, Holdco will place 3,150,000 shares of Holdco Common Stock (the “Earn-Out Shares”) into escrow. If, at any time during the period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date, the volume-weighted average price of Holdco Common Stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days (the “Earn-Out Trigger”), then within 10 business days following the achievement of the Earn-Out Trigger, the Earn-Out Shares will be released to the holders of Comera Common Stock and holders of Comera Vested In-the-Money Options on a pro rata basis. Immediately prior to the OTR Merger Effective Time, all shares of the Company’s Class B Common Stock will be converted into shares of the Company’s Class A Common Stock. Upon the Closing, by virtue of the OTR Merger, all shares of the Company’s Class A common stock of issued and outstanding immediately prior to the Closing will be converted on a one-to-one basis into the right to receive shares of Holdco common stock and all the Company’s warrants of outstanding will be converted into warrants to purchase shares of Holdco common stock. ​

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K, as amended, filed by the Company with the SEC on March 8, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of March 31, 2022, the Company had $83,673 in operating cash and working capital deficit of approximately $1.5 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors 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 will 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. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Going Concern (Continued) On March 1, 2022, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $0.5 million (the “Note”) (refer to Note 5) as a Working Capital Loan. As of March 31, 2022, the outstanding balance under the Note amounted to an aggregate of $0.1 million. Based on the foregoing, including the ability of the Company to draw upon the Working Capital Loans, such as the Note, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. Over this time period, the Company will be using the working capital funds for paying existing accounts payable, paying travel expenditures, and structuring, negotiating and consummating the Initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 19, 2022 to consummate the Proposed Business Combination. It is uncertain that the Company will be able to consummate the Proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 19, 2022. The Company intends to complete the Proposed Business Combination before the mandatory liquidation date. Use of Estimates The preparation of the condensed 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents, as of March 31, 2022 and as of December 31, 2021. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury Bills. Common Stock Subject to Possible Redemption All of the 10,447,350 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification(“ASC”) 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. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of March 31, 2022 and December 31, 2021, the shares of Class A common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ $ 104,473,500 ​ ​ ​ ​ Less: ​ Proceeds allocated to public warrants ​ ​ (3,904,107) Class A shares issuance costs ​ ​ (4,940,543) Plus: ​ ​ Accretion of carrying value to redemption value ​ ​ 11,456,488 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 107,085,338 ​ ​ Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expenses as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.31 million is included in the offering costs associated with warrants recorded as liabilities in the statement of operations and approximately $8.5 million is included in the stockholders’ deficit. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Income Per Share of Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only Class A common stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable Class A common stock and the non-redeemable common stock by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 11,041,432 shares of Class A common stock in the aggregate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ ​ March 31, 2022 ​ March 31, 2021 ​ Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 1,446,201 ​ $ 3,351,154 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, redeemable Class A common stock ​ ​ 10,447,350 ​ ​ 10,447,350 ​ Basic and diluted net income per share, redeemable Class A common stock ​ $ 0.14 ​ $ 0.32 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ Numerator: ​ ​ ​ Net income allocable to common stock not subject to redemption ​ $ 386,859 ​ $ 896,434 ​ Denominator: ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ 2,794,667 ​ 2,794,667 ​ Basic and diluted net income per share, non-redeemable common stock ​ $ 0.14 ​ $ 0.32 ​ ​ 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 Deposit Insurance Corporation limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments 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 consist of: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account are comprised of investments in mutual funds. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,223,675 Public Warrants (defined in Note 4) and the 5,817,757 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black Scholes option pricing model, and continue to be measured at fair value using a Black-Scholes model. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 March 31, 2022 and 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 March 31, 2022 and 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. Recently Issued Accounting Standards 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 financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 ─ INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,447,350 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 447,350 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $104.5 million. Each Unit consists of one share of Class A common stock and one-half

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	3 Months Ended
	Mar. 31, 2022
PRIVATE PLACEMENT WARRANTS
PRIVATE PLACEMENT WARRANTS	NOTE 4 ─ PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,817,757 Private Placement Warrants, including 167,757 Private Placement Warrants purchased in connection with the underwriters’ partial over-allotment option (each exercisable to purchase one share of Class A common stock at $11.50 per share) at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $5.8 million. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 ─ RELATED PARTY TRANSACTIONS Founder Shares On August 3, 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On October 25, 2020, the Sponsor effected a surrender of 3,881,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 3,306,250. A further surrender of 431,250 Class B common shares was effected on November 17, 2020 by the Sponsor to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Founder Shares included an aggregate of up to 375,000 Class B common stock subject to forfeiture by the Sponsor 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 Initial Public Offering. On November 19, 2020, the underwriters partially exercised their over-allotment option.On December 21, 2020, the underwriters waived their right to exercise the remaining over-allotment option and the forfeiture of 263,162 Founder Shares. Forfeiture of 263,162 Founder Shares resulted in an aggregate of 2,611,838 Founders Shares issued Founder Shares are subject to a lock-up until the earlier of (A) one year after the completion of the Company’s Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period 150 days after the initial Business Combination, the Founder Shares will be released from such lock-up. Promissory Note – Related Party On July 23, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could have borrowed up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The total outstanding balance of $205,991 was paid in full on November 19, 2020. This Promissory Note is no longer available. ​ NOTE 5 ─ RELATED PARTY TRANSACTIONS (Continued) Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. 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 $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. 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. On March 1, 2022, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $0.5 million as a Working Capital Loan. The Note is non-interest bearing and payable upon the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $0.5 million of the Note may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022, the outstanding balance under the Note amounted to an aggregate of $0.1 million. Administrative Support Agreement Commencing on the date of the listing of the Company’s securities on Nasdaq in connection with the Initial Public Offering, the Company pays the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $30,000 and $30,000 in expenses under this agreement for the three months ended March 31, 2022 and for the three months ended March 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, there were no fees outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 ─ COMMITMENTS AND CONTINGENCIES 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ NOTE 6 ─ COMMITMENTS AND CONTINGENCIES (Continued) Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to certain registration rights pursuant to a registration rights agreement entered into on November 17, 2020, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to any registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised the over-allotment option on November 17, 2020. The underwriters waived their right to exercise the remaining over-allotment option on December 21, 2020. The underwriters were paid an underwriting discount of $0.125 per unit, or $1.3 million in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.325 per unit, or $3.4 million in the aggregate which will be payable to the underwriters for deferred underwriting commissions. The deferred 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 entered into in connection with the Initial Public Offering. Representative’s Common Stock The Company issued to the underwriters, 182,829 shares of Class A common stock upon the consummation of this Initial Public Offering. The underwriters agreed not to transfer, assign or sell any such shares until the completion of the company’s initial business combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of its initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the company fails to complete its initial business combination within 18 months from the closing of this offering. Based on the Initial Public Offering price of $10.00 per Unit, the fair value of the 182,829 shares of Class A common stock was $1.8 million, which was an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ deficit upon the completion of the Initial Public Offering. The shares received by the underwriters described immediately above have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Form S-1 filed with the SEC in connection with the Initial Public Offering (the “Registration Statement”) pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the Registration Statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
	Mar. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7 ─ STOCKHOLDERS’ DEFICIT Common Stock Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class for the election of directors on all other matters submitted to a vote of the Company’s stockholder, except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2022
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES	NOTE 8 ─ DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, the Company has 5,223,675 and 5,817,757 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). ​ NOTE 8 ─ DERIVATIVE WARRANT LIABILITIES (Continued) Public Warrants (Continued) In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its Sponsor or its affiliates, without taking into account any Founder Shares held by its Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above in this section will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Private Warrants The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 ─ FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black Scholes option pricing model, and continue to be measured at fair value using a Black-Scholes model. For the three months ended March 31, 2022, the Company recognized income resulting from decrease in the fair value of liabilities of $3.44 million presented as change in fair value of derivative warrant liabilities in the accompanying statement of operations. NOTE 9 ─ FAIR VALUE MEASUREMENTS (Continued) The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account ​ $ 107,097,206 ​ $ — ​ $ — ​ ​ $ 107,097,206 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Derivative warrant liabilities - Public ​ $ 984,846 ​ $ — ​ $ — Derivative warrant liabilities - Private ​ — ​ — ​ 1,094,362 ​ ​ $ 984,846 ​ $ — ​ $ 1,094,362 ​ As of March 31, 2022, there was $90 of cash that was held in the trust account. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Marketable securities held in Trust Account ​ $ 107,086,423 ​ $ — ​ $ — ​ ​ $ 107,086,423 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Derivative warrant liabilities - Public ​ $ 2,611,838 ​ $ — ​ $ — Derivative warrant liabilities - Private ​ — ​ — ​ 2,908,879 ​ ​ $ 2,611,838 ​ $ — ​ $ 2,908,879 ​ As of December 31, 2021, there was $90 of cash held in the trust account. Transfers to/from Levels 1 2 3 no The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 remaining at zero. NOTE 9 ─ FAIR VALUE MEASUREMENTS (Continued) The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2022 As of December 31, 2021 Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ 10.20 ​ 10.13 ​ Volatility ​ 1.9 % 8.0 % Probability of completing a Business Combination ​ 90.0 % 90.0 % Term (in years) ​ 5.13 ​ 5.32 ​ Risk-free rate ​ 2.39 % 1.28 % ​ The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: ​ ​ ​ ​ Level 3 derivative warrant liabilities at December 31, 2021 $ 2,908,879 Change in fair value of derivative warrant liabilities ​ (1,814,517) Level 3 derivative warrant liabilities at March 31, 2022 ​ $ 1,094,362 ​ The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Level 3 derivative warrant liabilities at December 31, 2020 $ 5,939,893 Change in fair value of derivative warrant liabilities ​ (2,336,960) Level 3 derivative warrant liabilities at March 31, 2021 ​ $ 3,602,933 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 ─ SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than already disclosed, that would have required adjustment or disclosure in the condensed financial statements. On April 14 2022, the SEC declared the S-4 Registration Statement filed with the SEC in connection with the Proposed Business Combination and, on April 15, 2022, the Company commenced mailing the definitive proxy statement/prospectus relating to the Special Meeting. The Company held the Special Meeting in a virtual format on May 10, 2022, at 2:00 p.m., Eastern time. At the Special Meeting the Company’s stockholders adopted the Business Combination Agreement, thereby approving the Proposed Business Combination and approved the other proposals described in the S-4 Registration Statement. As of May 11, 2022, holders of an aggregate of 10,279,363 shares of Class A common stock had exercised their right to redeem their shares in connection with the Special Meeting. Subsequently, the Company has been made aware that certain holders of Class A common stock may request to change their election to have their shares redeemed, which the Company may allow. There can be no assurance, however, that such holders will request to change their election to redeem their shares or that the final number of shares redeemed will decrease.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K, as amended, filed by the Company with the SEC on March 8, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Going Concern	Going Concern As of March 31, 2022, the Company had $83,673 in operating cash and working capital deficit of approximately $1.5 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors 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 will 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. ​ NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued) Going Concern (Continued) On March 1, 2022, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $0.5 million (the “Note”) (refer to Note 5) as a Working Capital Loan. As of March 31, 2022, the outstanding balance under the Note amounted to an aggregate of $0.1 million. Based on the foregoing, including the ability of the Company to draw upon the Working Capital Loans, such as the Note, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. Over this time period, the Company will be using the working capital funds for paying existing accounts payable, paying travel expenditures, and structuring, negotiating and consummating the Initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 19, 2022 to consummate the Proposed Business Combination. It is uncertain that the Company will be able to consummate the Proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 19, 2022. The Company intends to complete the Proposed Business Combination before the mandatory liquidation date.
Use of Estimates	Use of Estimates The preparation of the condensed 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents, as of March 31, 2022 and as of December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury Bills.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 10,447,350 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification(“ASC”) 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. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of March 31, 2022 and December 31, 2021, the shares of Class A common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ $ 104,473,500 ​ ​ ​ ​ Less: ​ Proceeds allocated to public warrants ​ ​ (3,904,107) Class A shares issuance costs ​ ​ (4,940,543) Plus: ​ ​ Accretion of carrying value to redemption value ​ ​ 11,456,488 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 107,085,338
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expenses as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.31 million is included in the offering costs associated with warrants recorded as liabilities in the statement of operations and approximately $8.5 million is included in the stockholders’ deficit.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only Class A common stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable Class A common stock and the non-redeemable common stock by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 11,041,432 shares of Class A common stock in the aggregate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ ​ March 31, 2022 ​ March 31, 2021 ​ Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 1,446,201 ​ $ 3,351,154 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, redeemable Class A common stock ​ ​ 10,447,350 ​ ​ 10,447,350 ​ Basic and diluted net income per share, redeemable Class A common stock ​ $ 0.14 ​ $ 0.32 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ Numerator: ​ ​ ​ Net income allocable to common stock not subject to redemption ​ $ 386,859 ​ $ 896,434 ​ Denominator: ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ 2,794,667 ​ 2,794,667 ​ Basic and diluted net income per share, non-redeemable common stock ​ $ 0.14 ​ $ 0.32 ​
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 Deposit Insurance Corporation limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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 consist of: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account are comprised of investments in mutual funds. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,223,675 Public Warrants (defined in Note 4) and the 5,817,757 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black Scholes option pricing model, and continue to be measured at fair value using a Black-Scholes model.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 March 31, 2022 and 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 March 31, 2022 and 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.
Recently Issued Accounting Standards	Recently Issued Accounting Standards 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 financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of Class A common stock reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds ​ $ 104,473,500 ​ ​ ​ ​ Less: ​ Proceeds allocated to public warrants ​ ​ (3,904,107) Class A shares issuance costs ​ ​ (4,940,543) Plus: ​ ​ Accretion of carrying value to redemption value ​ ​ 11,456,488 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 107,085,338
Schedule of net income per share of common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ ​ March 31, 2022 ​ March 31, 2021 ​ Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 1,446,201 ​ $ 3,351,154 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, redeemable Class A common stock ​ ​ 10,447,350 ​ ​ 10,447,350 ​ Basic and diluted net income per share, redeemable Class A common stock ​ $ 0.14 ​ $ 0.32 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ Numerator: ​ ​ ​ Net income allocable to common stock not subject to redemption ​ $ 386,859 ​ $ 896,434 ​ Denominator: ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ 2,794,667 ​ 2,794,667 ​ Basic and diluted net income per share, non-redeemable common stock ​ $ 0.14 ​ $ 0.32 ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account ​ $ 107,097,206 ​ $ — ​ $ — ​ ​ $ 107,097,206 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Derivative warrant liabilities - Public ​ $ 984,846 ​ $ — ​ $ — Derivative warrant liabilities - Private ​ — ​ — ​ 1,094,362 ​ ​ $ 984,846 ​ $ — ​ $ 1,094,362 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Marketable securities held in Trust Account ​ $ 107,086,423 ​ $ — ​ $ — ​ ​ $ 107,086,423 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Derivative warrant liabilities - Public ​ $ 2,611,838 ​ $ — ​ $ — Derivative warrant liabilities - Private ​ — ​ — ​ 2,908,879 ​ ​ $ 2,611,838 ​ $ — ​ $ 2,908,879
Schedule of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2022 As of December 31, 2021 Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ 10.20 ​ 10.13 ​ Volatility ​ 1.9 % 8.0 % Probability of completing a Business Combination ​ 90.0 % 90.0 % Term (in years) ​ 5.13 ​ 5.32 ​ Risk-free rate ​ 2.39 % 1.28 %
Schedule of change in the fair value of the derivative warrant liabilities	The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: ​ ​ ​ ​ Level 3 derivative warrant liabilities at December 31, 2021 $ 2,908,879 Change in fair value of derivative warrant liabilities ​ (1,814,517) Level 3 derivative warrant liabilities at March 31, 2022 ​ $ 1,094,362 The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Level 3 derivative warrant liabilities at December 31, 2020 $ 5,939,893 Change in fair value of derivative warrant liabilities ​ (2,336,960) Level 3 derivative warrant liabilities at March 31, 2021 ​ $ 3,602,933

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Details) - USD ($)	May 11, 2022	Nov. 19, 2020	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Threshold period for option to purchase additional Units to cover over-allotments		45 days
Maximum number of units to be issued		1,500,000
Share price		$ 10.25
Assets held in trust		$ 107,100,000
Conversion Ratio			1.00%
Assets held in trust, Price per Unit		$ 10.25
Minimum net tangible assets upon consummation of the Business Combination			$ 5,000,001
Comera Merger
Subsidiary, Sale of Stock [Line Items]
Aggregate transaction consideration			$ 126,000,000
Share price			$ 10
Number of shares to be placed into escrow			3,150,000
Earn-Out Trigger, weighted average share price			$ 12.50
Earn-Out Trigger, threshold trading days			20
Earn-Out Trigger, threshold consecutive trading days			30
Achievement of Earn-Out Trigger period			10 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 10,447,350 Units in November 2020 at $10.00 per Unit, net of derivative warrant liabilities (in shares)		10,447,350
Share price		$ 10
Gross proceeds		$ 104,500,000
Transaction costs		7,100,000
Deferred underwriting fees		3,400,000
Cash underwriting fees		1,300,000
Offering costs		$ 550,000
Investment of cash into Trust Account			$ 83,673
Number of shares exercisable to purchase per warrant		1
Exercise price of warrants		$ 11.50
Maturity term of U.S government securities			185 days
Issuance of Class B common stock to Sponsor		$ 1,800,000
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account			80.00%
Threshold percentage of public shares subject to redemption without the Company's prior written consent			50.00%
Redemption threshold as percent of outstanding			20.00%
Days for redemption of public shares			10 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Maximum net interest to pay dissolution expenses		$ 100,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of 10,447,350 Units in November 2020 at $10.00 per Unit, net of derivative warrant liabilities (in shares)		447,350
Threshold period for option to purchase additional Units to cover over-allotments		45 days
Maximum number of units to be issued		1,500,000
Share price		$ 10
Gross proceeds		$ 4,500,000
Number of warrants issued		167,757	167,757
Proceeds from issuance of warrants		$ 170,000
Price per warrant		$ 1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued		5,650,000	5,817,757
Number of shares exercisable to purchase per warrant		1	1
Proceeds from issuance of warrants		$ 5,700,000	$ 5,800,000
Price per warrant		$ 1	$ 1
Exercise price of warrants		$ 11.50	$ 11.50
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Issuance of Class B common stock to Sponsor			$ 107,090,000
Aggregate of common stock exercised	10,279,363
Class A common stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 10,447,350 Units in November 2020 at $10.00 per Unit, net of derivative warrant liabilities (in shares)		10,000,000
Gross proceeds		$ 100,000,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 01, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash		$ 83,673	$ 261,696
Offering costs associated with warrants recorded as liabilities		310,000
Offering costs		8,500,000
Federal deposit insurance corporation limit		250,000
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		0
Working capital		$ 1,500,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		10,447,350	10,447,350
Working Capital Loan | Sponsor
Subsidiary, Sale of Stock [Line Items]
Notes payable outstanding		$ 100,000
Convertible Promissory Note With Related Party | Sponsor
Subsidiary, Sale of Stock [Line Items]
Principal amount	$ 500,000	$ 500,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding		5,223,675
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding		5,817,757	5,817,757
Initial Public Offering | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding		11,041,432

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES - Shares of Class A common stock reflected on the balance sheet (Details) - Class A common stock	3 Months Ended
	Mar. 31, 2022USD ($)
Gross proceeds	$ 104,473,500
Proceeds allocated to public warrants	(3,904,107)
Class A shares issuance costs	(4,940,543)
Accretion of carrying value to redemption value	11,456,488
Class A common stock subject to possible redemption	$ 107,085,338

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES - Net income per share of common stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A common stock subject to possible redemption
Numerator:
Net income allocable to common stock	$ 1,446,201	$ 3,351,154
Class A common stock not subject to redemption
Numerator:
Net income allocable to common stock	$ 386,859	$ 896,434
Redeemable Class A common stock
Denominator:
Basic weighted-average shares outstanding	10,447,350	10,447,350
Diluted weighted-average shares outstanding	10,447,350	10,447,350
Basic net loss per share	$ 0.14	$ 0.32
Diluted net loss per share	$ 0.14	$ 0.32
Non-redeemable common stock
Denominator:
Basic weighted-average shares outstanding	2,794,667	2,794,667
Diluted weighted-average shares outstanding	2,794,667	2,794,667
Basic net loss per share	$ 0.14	$ 0.32
Diluted net loss per share	$ 0.14	$ 0.32

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) $ / shares in Units, $ in Millions	Nov. 19, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares	$ 10.25
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 10,447,350 Units in November 2020 at $10.00 per Unit, net of derivative warrant liabilities (in shares)	10,447,350
Share price | $ / shares	$ 10
Gross proceeds | $	$ 104.5
Number of unit consists class A ordinary shares	1
Number of warrants in a unit	0.5
Shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of 10,447,350 Units in November 2020 at $10.00 per Unit, net of derivative warrant liabilities (in shares)	447,350
Share price | $ / shares	$ 10
Gross proceeds | $	$ 4.5

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 19, 2020	Mar. 31, 2022
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	5,650,000	5,817,757
Shares issuable per warrant	1	1
Exercise price of warrants	$ 11.50	$ 11.50
Price per warrant	$ 1	$ 1
Proceeds from issuance of warrants	$ 5,700	$ 5,800
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	167,757	167,757
Price per warrant	$ 1
Proceeds from issuance of warrants	$ 170

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 21, 2020shares	Nov. 19, 2020shares	Nov. 17, 2020USD ($)shares	Oct. 25, 2020USD ($)shares	Aug. 03, 2020USD ($)shares	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021shares	Nov. 20, 2020shares
Over-allotment
Related Party Transaction [Line Items]
Sale of units (in shares)		447,350
Sponsor
Related Party Transaction [Line Items]
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $						20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $						30
Sponsor | Private Placement | Founder Shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares						$ 12
Class B common stock
Related Party Transaction [Line Items]
Aggregate purchase price | $					$ 25,000
Common stock, shares outstanding						2,611,838	2,611,838
Common stock, shares issued						2,611,838	2,611,838
Class B common stock | Founder Shares
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days
Class B common stock | Over-allotment
Related Party Transaction [Line Items]
Shares subject to forfeiture				375,000
Percentage of issued and outstanding shares held by initial stockholders				2000.00%		2000.00%
Number of shares were forfeited	263,162
Class B common stock | Over-allotment | Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding	2,611,838
Common stock, shares issued	2,611,838
Class B common stock | Sponsor
Related Party Transaction [Line Items]
Number of shares issued					7,187,500
Shares surrendered			431,250	3,881,250
Consideration for shares surrender | $			$ 0	$ 0
Common stock, shares outstanding				7,187,500				3,306,250
Class B common stock | Sponsor | Maximum
Related Party Transaction [Line Items]
Common stock, shares outstanding			2,875,000	3,306,250

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	Mar. 01, 2022	Nov. 19, 2020	Jul. 23, 2020	Mar. 31, 2022	Dec. 31, 2021
Promissory Note With Related Party
Related Party Transaction [Line Items]
Repayment of related party debt		$ 205,991
Sponsor | Convertible Promissory Note With Related Party
Related Party Transaction [Line Items]
Principal amount	$ 500,000			$ 500,000
Maximum loans converted into warrants				$ 500,000
Exercise price of warrants				$ 1
Outstanding balance				$ 100,000
Sponsor | Unsecured Promissory Note | Promissory Note With Related Party
Related Party Transaction [Line Items]
Principal amount			$ 300,000
Related Party Loans
Related Party Transaction [Line Items]
Repayment of related party debt				0
Maximum loans converted into warrants				2,500,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month				$ 10,000
Period for use of office space, utilities and secretarial and administrative support				18 months
Total expenses incurred and paid				$ 30,000
Fee Outstanding				$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Millions	Nov. 19, 2020USD ($)$ / sharesshares
COMMITMENTS AND CONTINGENCIES
Underwriting option period	45 days
Number of units granted to underwriters | shares	1,500,000
Underwriting discount, per unit | $ / shares	$ 0.125
Underwriting discount | $	$ 1.3
Deferred fee per unit | $ / shares	$ 0.325
Deferred underwriting commissions | $	$ 3.4

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Representative common stock (Details) $ / shares in Units, $ in Millions	Nov. 19, 2020USD ($)$ / sharesshares
Commitments And Contingencies [Line Items]
Share price per share	$ 10.25
Maxim Partners LLC | Class A common stock
Commitments And Contingencies [Line Items]
Number of shares issued | shares	182,829
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination	18 months
Share price per share	$ 10
Fair value of shares of common stock | $	$ 1.8

STOCKHOLDERS DEFICIT - Preferen

STOCKHOLDERS DEFICIT - Preference Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS DEFICIT - Ordinary

STOCKHOLDERS DEFICIT - Ordinary Shares (Details) - USD ($)	Aug. 03, 2020	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Number of Class A common stock issued upon conversion of each share (in shares)		1
Number of common stock issuable upon conversion pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		182,829	182,829
Common stock, shares outstanding		182,829	182,829
Shares subject to possible redemption		10,447,350	10,447,350
Aggregate purchase price		$ 107,090,000
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized		10,000,000	10,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		2,611,838	2,611,838
Common stock, shares outstanding		2,611,838	2,611,838
Aggregate purchase price	$ 25,000
Common shares, votes per share		$ 1

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2022D$ / sharesshares	Dec. 31, 2021shares	Nov. 19, 2020$ / shares
Class of Warrant or Right [Line Items]
Threshold business days before sending notice of redemption to warrant holders	20 days
Share price			$ 10.25
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	5,223,675
Threshold period for filling registration statement after business combination	30 days
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination	12 months
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold business days before sending notice of redemption to warrant holders	3 days
Share price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	5,817,757	5,817,757
Threshold period for filling registration statement after business combination	30 days

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets that are Measured at Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Derivative warrant liabilities	$ 2,079,208	$ 5,520,716
Recurring | Level 1
Assets:
Assets held in Trust Account	107,097,206	107,086,423
Liabilities:
Derivative warrant liabilities	984,846	2,611,838
Recurring | Level 1 | Public Warrants
Liabilities:
Derivative warrant liabilities	984,846	2,611,838
Recurring | Level 1 | Marketable securities held in Trust Account
Assets:
Assets held in Trust Account	107,097,206	107,086,423
Recurring | Level 3
Liabilities:
Derivative warrant liabilities	1,094,362	2,908,879
Recurring | Level 3 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 1,094,362	$ 2,908,879

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Change in fair value of derivative warrant liabilities	$ 3,440,000
Cash held in trust account	90,000	$ 90,000
Transfers from Level 1 to Level 2		0
Transfers from Level 2 to Level 1		0
Transfers into level 3		$ 0
Transfers out of level 3	$ 0

FAIR VALUE MEASUREMENTS - Measu

FAIR VALUE MEASUREMENTS - Measurements Inputs (Details)	Mar. 31, 2022USD ($)$ / shares	Dec. 31, 2021$ / sharesUSD ($)
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.20	10.13
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.9	8
Probability of completing a Business Combination
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	90	90
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input | $	5.13	5.32
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	2.39	1.28

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change In Fair Value of Derivative Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of derivative warrant liabilities	$ 3,440,000
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities at December	2,908,879	$ 5,939,893
Change in fair value of derivative warrant liabilities	(1,814,517)	(2,336,960)
Derivative warrant liabilities at March	$ 1,094,362	$ 3,602,933

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Class A common stock	May 11, 2022shares
Subsequent Event [Line Items]
Aggregate of common shares exercised	10,279,363
Subsequent event
Subsequent Event [Line Items]
Aggregate of common shares exercised	10,279,363