Kingswood Acquisition 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39700
Entity Registrant Name	Kingswood Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2432410
Entity Address, Address Line One	17 Battery Place
Entity Address, Address Line Two	Room 625
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	212
Local Phone Number	404-7002
Title of 12(b) Security	None
Trading Symbol	None
Security Exchange Name	NONE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823086
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,463,256
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets
Cash	$ 139,927	$ 838,478
Prepaid expenses	61,756	132,740
Total current assets	201,683	971,218
Investment held in Trust Account	15,105,758	117,861,531
Total Assets	15,307,441	118,832,749
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	2,074,625	758,095
Taxes Payable	4,032
Convertible promissory note	390,709
Due to related party	1,667	1,667
Total current liabilities	2,471,033	759,762
Deferred underwriters' compensation	4,025,000	4,025,000
Warrant liability	1,128,514	6,443,107
Total liabilities	7,624,547	11,227,869
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(7,359,095)	(10,256,949)
Total stockholders' deficit	(7,358,797)	(10,256,651)
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	15,307,441	118,832,749
Class A common stock
Stockholders' Deficit:
Common stock	10	10
Common Class A Subject To Redemption
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Class A Common Stock subject to possible redemption, 1,463,256 shares and 11,500,000 shares at redemption value of $10.28 and $10.25 at June 30, 2022 and December 31, 2021, respectively	15,041,691	117,861,531
Class B common stock
Stockholders' Deficit:
Common stock	$ 288	$ 288

CONSOLIDATED CONDENSED BALANC_2

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 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
Common stock, par value	$ 0.0001
Shares subject to possible redemption	1,463,256	11,500,000
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	104,000	104,000
Common stock, shares outstanding	104,000	104,000
Class A Common Stock subject to possible redemption
shares at redemption value	$ 10.28	$ 10.25
Common Class A Subject To Redemption
Shares subject to possible redemption	1,463,256	11,500,000
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	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

CONSOLIDATED CONDENSED STATEMEN

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating costs	$ 1,648,928	$ 257,346	$ 2,525,125	$ 457,848
Loss from operations	(1,648,928)	(257,346)	(2,525,125)	(457,848)
Other income (expense):
Interest Income	67,041	2,971	77,563	5,906
Change in fair value - convertible promissory note	3,049		109,291
Transaction costs				(8,211)
Change in fair value of warrant liabilities	1,062,919	(2,515,778)	5,314,593	(3,558,042)
Total other income (expense), net	1,133,009	(2,512,807)	5,501,447	(3,560,347)
(Loss) Income before provision for income taxes	(515,919)	(2,770,153)	2,976,322	(4,018,195)
Provision for income taxes	(4,032)		(4,032)
Net (loss) income	$ (519,951)	$ (2,770,153)	$ 2,972,290	$ (4,018,195)
Common Class A Subject To Redemption
Other income (expense):
Basic weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Diluted weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Basic net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Diluted net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Common Class A and Class B Not Subject To Redemption
Other income (expense):
Basic weighted average shares outstanding	2,979,000	2,979,000	2,979,000	2,979,000
Diluted weighted average shares outstanding	2,979,000	2,979,000	2,979,000	2,979,000
Basic net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.25	$ (0.28)
Diluted net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.25	$ (0.28)

CONSOLIDATED CONDENSED STATEM_2

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at beginning period at Dec. 31, 2020	$ 10	$ 288		$ (9,558,337)	$ (9,558,039)
Balance at beginning period (in Shares) at Dec. 31, 2020	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(1,248,042)	(1,248,042)
Remeasurement of Class A common stock subject to possible redemption	$ 0	$ 0	$ 0	(243,997)	(243,997)
Balance at ending period at Mar. 31, 2021	$ 10	$ 288		(11,050,376)	(11,050,078)
Balance at ending period (in Shares) at Mar. 31, 2021	104,000	2,875,000
Balance at beginning period at Dec. 31, 2020	$ 10	$ 288		(9,558,337)	(9,558,039)
Balance at beginning period (in Shares) at Dec. 31, 2020	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)					(4,018,195)
Balance at ending period at Jun. 30, 2021	$ 10	$ 288		(13,823,467)	(13,823,169)
Balance at ending period (in Shares) at Jun. 30, 2021	104,000	2,875,000
Balance at beginning period at Mar. 31, 2021	$ 10	$ 288		(11,050,376)	(11,050,078)
Balance at beginning period (in Shares) at Mar. 31, 2021	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(2,770,153)	(2,770,153)
Remeasurement of Class A common stock subject to possible redemption				(2,938)	(2,938)
Balance at ending period at Jun. 30, 2021	$ 10	$ 288		(13,823,467)	(13,823,169)
Balance at ending period (in Shares) at Jun. 30, 2021	104,000	2,875,000
Balance at beginning period at Dec. 31, 2021	$ 10	$ 288	0	(10,256,949)	(10,256,651)
Balance at beginning period (in Shares) at Dec. 31, 2021	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				3,492,241	3,492,241
Remeasurement of Class A common stock subject to possible redemption				(10,506)	(10,506)
Balance at ending period at Mar. 31, 2022	$ 10	$ 288		(6,775,214)	(6,774,916)
Balance at ending period (in Shares) at Mar. 31, 2022	104,000	2,875,000
Balance at beginning period at Dec. 31, 2021	$ 10	$ 288	$ 0	(10,256,949)	(10,256,651)
Balance at beginning period (in Shares) at Dec. 31, 2021	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)					2,972,290
Balance at ending period at Jun. 30, 2022	$ 10	$ 288		(7,359,095)	(7,358,797)
Balance at ending period (in Shares) at Jun. 30, 2022	104,000	2,875,000
Balance at beginning period at Mar. 31, 2022	$ 10	$ 288		(6,775,214)	(6,774,916)
Balance at beginning period (in Shares) at Mar. 31, 2022	104,000	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(519,951)	(519,951)
Remeasurement of Class A common stock subject to possible redemption				(63,930)	(63,930)
Balance at ending period at Jun. 30, 2022	$ 10	$ 288		$ (7,359,095)	$ (7,358,797)
Balance at ending period (in Shares) at Jun. 30, 2022	104,000	2,875,000

CONSOLIDATED CONDENSED STATEM_3

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash flows from operating activities:
Net Income (Loss)	$ 2,972,290	$ (4,018,195)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash held in Trust Account	(77,536)	(5,844)
Change in fair value of convertible note	(109,291)
Change in fair value of warrant liabilities	(5,314,593)	3,558,042
Transaction costs		8,211
Changes in working capital:
Prepaid expenses	70,984	80,494
Taxes payable	4,032
Accounts payable and accrued expenses	1,316,532	111,409
Net cash used in operating activities	(1,137,582)	(265,883)
Cash flows from financing activities:
Cash withdrawn from Trust Account in connection with redemption	102,894,278
Proceeds from convertible promissory note	(60,969)
Net cash used in investing activities	102,833,309
Cash flows from financing activities:
Redemption of Class A common stock subject to possible redemption	(102,894,278)
Proceeds from convertible promissory note	500,000		$ 0
Net cash provided by financing activities	(102,394,278)
Net change in cash	(698,551)	(265,883)
Cash, beginning of the period	838,478	1,457,839	1,457,839
Cash, end of period	139,927	1,191,956	$ 838,478
Non-cash investing and financing transactions:
Initial value of Class A common stock subject to possible redemption		117,849,745
Accretion of Class A common stock subject to possible redemption	$ 74,438	5,844
Accrued deferred offering costs		$ 249,302

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). As of June 30, 2022, the Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through June 30, 2022, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target 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 will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 5. In connection with the Public Offering, the underwriters were granted a 30-day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. The Company will have until November 24, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate its initial 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 Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Proxy Statement On May 18, 2022, the Company convened its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) virtually, with respect to the voting on the proposal to extend the date by which the Company must complete its Business Combination from May 24, 2022 to November 24, 2022. A total of 14,479,000 shares of the Company’s Class A common stock and Class B common stock, or 79% of the Company’s outstanding stock as of May 18, 2022, the record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting. In connection with the Extension Amendment, shareholders holding 10,036,744 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Extension Redemption”). On May 20, 2022, the Company paid from the Trust Account an aggregate amount of $102,894,278, or approximately $10.25 per share to redeeming shareholders in the Extension Redemption. For each one-month extension, the Sponsor agreed to contribute, as a loan, to the Company $60,969 or approximately $0.04 per share for each Public Share not redeemed in connection with the Extension Amendment (the “Contribution”). Monthly Contributions in the amount of $60,969 are payable monthly through the Company’s extension date in November 2022 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination). For the six months ended June 30, 2022, $60,969 was borrowed under the Promissory Notes (see Note 5) and deposited in the Trust Account. Business Combination Agreement On July 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Binah Capital Group, Inc., a Delaware corporation and wholly owned subsidiary of Kingswood (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Wentworth Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”). In addition, contemporaneously with the execution of the Merger Agreement, (i) certain holders of Wentworth’s membership units representing a majority of the Wentworth’s outstanding membership interests entered into a Wentworth Support Agreement pursuant to which such Wentworth members agreed, among other things, to approve the Merger Agreement and the transaction, (ii) the Company and Company’s Sponsor entered into a Founder Support Agreement pursuant to which certain holders of founder shares agreed to approve the Merger Agreement and the transaction and (iii) certain holders of Kingswood’s common stock, par value $0.0001 per share (“Kingswood Common Stock”) and Kingswood Private Placement Warrants entered into a Founder Support Agreement, pursuant to which, among other things, such holders of Kingswood Common Stock agreement to approve the Merger Agreement and the transaction. Liquidity, Capital Resources, and Going Concern As of June 30, 2022, the Company had cash of $139,927 and working capital deficit of $2,268,718 excluding Delaware taxes payable from the Trust Account. On March 24, 2022, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in the form of convertible promissory notes as may be required (the “Working Capital Loans” or “Convertible Promissory Note”). If the Company completes a business combination, the Company would repay the Working Capital Loans. 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. Such Working Capital Loans are evidenced by a promissory note. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.00 per Private Warrant. As of June 30, 2022, and December 31, 2021, $500,000 and $0 , respectively, was drawn on the convertible promissory note, presented at its fair value of approximately $391,000 and $0 , respectively. If the Company’s estimate of the costs of completing the Business Combination Agreement are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to a business combination. Moreover, in addition to the access to the Working Capital Loans, the Company may need to obtain other financing either to complete a Business Combination or because the Company redeemed a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because the Company does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until November 24, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 24, 2022. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the period ended December 31, 2021. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Marketable securities held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) -40 Convertible Promissory Note On March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, at any time on or prior to the maturity date, any unpaid principal amount outstanding may be converted into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. The Company elected the fair value option as the reporting value of the Convertible Promissory Note. As a result of applying the fair value option, the Company records each draw with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in fair value of convertible promissory note on the consolidated condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions a market participant would use in pricing the asset or liability. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. On May 18, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a Business Combination from May 24, 2022 to November 24, 2022. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 10,036,744 class A common stock. As a result, an aggregate of $102,894,278 (or approximately ($10.25 per share) was released from the Trust Account to pay such stockholders. Accordingly, as of June 30, 2022 and December 31, 2021, 1,463,256 and 11,500,000 shares of class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (102,894,278) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 74,438 ​ 11,786 Class A common stock subject to possible redemption ​ $ 15,041,691 ​ $ 117,861,531 ​ Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until November 24, 2022 to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the acquired shares was approximately $218,000. The excess fair value over the amount paid is $1,453,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited consolidated condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.8% and 0.0% for the three months ended June 30, 2022 and 2021 and 0.1% and 0.0% for the six months ended June 30, 2022 and 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value of the convertible notes liability, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2022. The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ June 30, June 30, ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ Net (loss) income available to Redeemable Class A ​ $ (363,966) ​ $ (2,188,421) ​ $ 2,229,218 ​ $ (3,174,374) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption ​ ​ 6,867,657 ​ ​ 11,500,000 ​ ​ 9,171,032 ​ ​ 11,500,000 Basic and diluted net (loss) income per share, redeemable Class A common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.24 ​ $ (0.28) Net (loss) income available to non-redeemable Class A and Class B common stock ​ ​ (155,985) ​ ​ (581,732) ​ ​ 743,072 ​ ​ (843,821) Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net (loss) income per share, Class A and Class B common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.25 ​ $ (0.28) ​ Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths of one Simultaneously with the closing of the Public Offering, the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. 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. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 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 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 Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Private Placement
Private Placement	Note 4 — Private Placement On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Company’s Sponsor has agreed to: (i) waive its redemption rights with respect to its Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination; (ii) waive its redemption rights with respect to its Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) 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 the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial Business Combination within 18 months from the closing of the Public Offering, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination. ​ ​

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing 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 commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. In October 2020 and November 2020 (“Grant Dates”) the Sponsor transferred a total of 270,000 Founder Shares to the Company’s directors. The shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. The Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the transferred shares was approximately $218,000. The excess fair value over the amount paid is $1,453,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination. Convertible Promissory Note In order to finance transaction costs in connection with a Business Combination, on March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 in the form of a non-interest bearing convertible promissory notes to be used for a portion of the expenses of the Company (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. Additionally, the Company may convert the unpaid principal balance into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2022, $500,000 was drawn on the convertible promissory note, presented at its fair value of approximately $391,000 on the accompanying unaudited consolidated condensed balance sheet. As of December 31, 2021, the Company had no borrowings under the convertible promissory note. Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and accrued $0 and $1,667 of administrative service fees as of June 30, 2022 and 2021, respectively. At June 30, 2022 and December 31, 2021, the $1,667 on the balance sheet for due to related party is for the administrative service fee.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2022
Commitments
Commitments	Note 6 — Commitments Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering, and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. 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 30-day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. ​ Business Combination In connection with the initial Business Combination, the company engaged Oppenheimer & Co. Inc. and SPAC Advisory Partners LLC to act as its financial advisors, each will be entitled to customary fees in such capacity, with payment due at, and conditioned upon, the closing of the Business Combination.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Class A Common Stock Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. There were 2,875,000 shares of Class B common stock issued and outstanding at June 30, 2022 and December 31, 2021. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 8 — Recurring Fair Value Measurements The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments. Since all of the Company’s permitted investments consist of U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants, Working Capital Loan Option and Convertible Promissory Note is based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair values. The fair values of the Private Warrant liability, Working Capital Loan Option and Convertible Promissory Note are classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices in an active market for identical assets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. At June 30, 2021 the Company reclassified the Public Warrants from a Level 3 to a Level 1 classification. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) ​ $ 15,105,758 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Convertible Promissory Note ​ $ — ​ $ — ​ $ 390,709 Private Placement Warrants ​ $ — ​ $ — ​ $ 524,764 Public Warrants ​ $ 603,750 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) $ 117,861,531 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 2,820,607 Public Warrants ​ $ 3,622,500 ​ $ — ​ $ — (1) Warrants, and Convertible Promissory Note The Warrants and Convertible Promissory Note are accounted for as liabilities in accordance with ASC 815-40 on the consolidated condensed balance sheets. The warrant liabilities and Convertible Promissory Note are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities and convertible promissory note in the statement of operations. Measurement On June 30, 2022 and December 31, 2021 the Company’s Public Warrants were separately trading in an active market and valuation of the Company’s Public Warrant liability was determined based upon the market price at June 30, 2022 and December 31, 2021, respectively. On June 30, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Warrants. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the modified Black Scholes option pricing model for the Private Placement Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ Input 2022 2021 Stock price ​ $ 10.32 ​ $ 10.10 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 3.01 % 1.26 % Dividend yield ​ — % — % Volatility ​ 1.8 % 10 % ​ On June 30, 2022, the Company used a yield-to-maturity bond pricing model to value the Convertible Promissory Note. The Convertible Promissory Note was classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the pricing model for the Convertible Promissory Note was as follows: ​ ​ ​ ​ ​ ​ ​ June 30, ​ Input ​ 2022 ​ Amount due at maturity ​ $ 500,000 ​ Term (years) ​ ​ 0.42 ​ Probability of a successful business combination ​ ​ 80 % Present value factor ​ ​ 0.98 ​ ​ The Company’s use of models required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Private Warrants and the Working Capital Loan Option. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the Private Warrant and the Working Capital Loan Option and vice versa. ● An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the Private Warrant and the Working Capital Loan Option and vice versa. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3: ​ ​ ​ ​ ​ Fair value at December 31, 2021 $ 2,820,607 Initial value of Working Capital Loan Option ​ ​ — Initial value of Convertible Promissory Note ​ ​ 393,758 Change in fair value ​ ​ (1,836,674) Fair Value at March 31, 2022 ​ $ 1,377,691 Change in value of Convertible Promissory Note ​ ​ (3,049) Change in fair value ​ ​ (459,169) Fair Value at June 30, 2022 ​ $ 915,473 ​ ​ ​ ​ ​ Fair value at December 31, 2020 $ 7,202,334 Public warrants reclassified to level 1 (1) ​ (4,571,250) Change in fair value ​ 1,042,264 Fair Value at March 31, 2021 ​ $ 3,673,348 Change in fair value ​ ​ 1,049,528 Fair Value at June 30, 2021 ​ $ 4,722,876 (1) Assumes the Public Warrants were reclassified on June 30, 2021.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On July 7, 2022, the Company entered into an agreement and plan of merger as described in Note 1. On July 13, 2022, the New York Stock Exchange (the “NYSE”) issued a press release stating that it had determined that the Company was not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “LCM”) requiring a listed acquisition company to maintain an average aggregate global market capitalization of at least $50,000,000 and average aggregate global market capitalization attributable to its publicly-held shares of at least $40,000,000, in each case over a consecutive 30 trading day period. Additionally, the NYSE separately informed the Company that, as a result of its failure to maintain an average global market capitalization over a consecutive 30-day trading period of at least $15,000,000 under Section 802.01B of the LCM, the NYSE had determined to commence proceedings to delist from the NYSE the Company’s Class A common stock, warrants to purchase Class A common stock, and units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant (collectively, “KWAC Securities”). Trading of the KWAC Securities was suspended effective as of approximately 4:00 p.m. Eastern Time on July 13, 2022. On July 13, 2022, the Company issued a press release announcing that it intends transfer the listings for the KWAC Securities to the OTC Markets Group Inc. (“OTC Exchange”), where the Company has applied to list. Following the transfer of listing to the OTC Exchange, the Company will continue to file the same types of periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the period ended December 31, 2021.
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Warrant Liabilities	Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) -40
Convertible Promissory Note	Convertible Promissory Note On March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, at any time on or prior to the maturity date, any unpaid principal amount outstanding may be converted into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. The Company elected the fair value option as the reporting value of the Convertible Promissory Note. As a result of applying the fair value option, the Company records each draw with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in fair value of convertible promissory note on the consolidated condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions a market participant would use in pricing the asset or liability.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. On May 18, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a Business Combination from May 24, 2022 to November 24, 2022. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 10,036,744 class A common stock. As a result, an aggregate of $102,894,278 (or approximately ($10.25 per share) was released from the Trust Account to pay such stockholders. Accordingly, as of June 30, 2022 and December 31, 2021, 1,463,256 and 11,500,000 shares of class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (102,894,278) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 74,438 ​ 11,786 Class A common stock subject to possible redemption ​ $ 15,041,691 ​ $ 117,861,531 ​
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.
Stock based Compensation	Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until November 24, 2022 to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the acquired shares was approximately $218,000. The excess fair value over the amount paid is $1,453,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial Business Combination.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited consolidated condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.8% and 0.0% for the three months ended June 30, 2022 and 2021 and 0.1% and 0.0% for the six months ended June 30, 2022 and 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value of the convertible notes liability, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2022. The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ June 30, June 30, ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ Net (loss) income available to Redeemable Class A ​ $ (363,966) ​ $ (2,188,421) ​ $ 2,229,218 ​ $ (3,174,374) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption ​ ​ 6,867,657 ​ ​ 11,500,000 ​ ​ 9,171,032 ​ ​ 11,500,000 Basic and diluted net (loss) income per share, redeemable Class A common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.24 ​ $ (0.28) Net (loss) income available to non-redeemable Class A and Class B common stock ​ ​ (155,985) ​ ​ (581,732) ​ ​ 743,072 ​ ​ (843,821) Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net (loss) income per share, Class A and Class B common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.25 ​ $ (0.28) ​ Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets	At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (102,894,278) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 74,438 ​ 11,786 Class A common stock subject to possible redemption ​ $ 15,041,691 ​ $ 117,861,531
Schedule of net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ June 30, June 30, ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ Net (loss) income available to Redeemable Class A ​ $ (363,966) ​ $ (2,188,421) ​ $ 2,229,218 ​ $ (3,174,374) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption ​ ​ 6,867,657 ​ ​ 11,500,000 ​ ​ 9,171,032 ​ ​ 11,500,000 Basic and diluted net (loss) income per share, redeemable Class A common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.24 ​ $ (0.28) Net (loss) income available to non-redeemable Class A and Class B common stock ​ ​ (155,985) ​ ​ (581,732) ​ ​ 743,072 ​ ​ (843,821) Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net (loss) income per share, Class A and Class B common stock ​ $ (0.05) ​ $ (0.19) ​ $ 0.25 ​ $ (0.28)

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) ​ $ 15,105,758 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Convertible Promissory Note ​ $ — ​ $ — ​ $ 390,709 Private Placement Warrants ​ $ — ​ $ — ​ $ 524,764 Public Warrants ​ $ 603,750 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) $ 117,861,531 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 2,820,607 Public Warrants ​ $ 3,622,500 ​ $ — ​ $ — (1)
Schedule of reconciliation of changes in fair value of warrants	​ ​ ​ ​ ​ Fair value at December 31, 2021 $ 2,820,607 Initial value of Working Capital Loan Option ​ ​ — Initial value of Convertible Promissory Note ​ ​ 393,758 Change in fair value ​ ​ (1,836,674) Fair Value at March 31, 2022 ​ $ 1,377,691 Change in value of Convertible Promissory Note ​ ​ (3,049) Change in fair value ​ ​ (459,169) Fair Value at June 30, 2022 ​ $ 915,473 ​ ​ ​ ​ ​ Fair value at December 31, 2020 $ 7,202,334 Public warrants reclassified to level 1 (1) ​ (4,571,250) Change in fair value ​ 1,042,264 Fair Value at March 31, 2021 ​ $ 3,673,348 Change in fair value ​ ​ 1,049,528 Fair Value at June 30, 2021 ​ $ 4,722,876 (1) Assumes the Public Warrants were reclassified on June 30, 2021.
Private Placement.
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ Input 2022 2021 Stock price ​ $ 10.32 ​ $ 10.10 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 3.01 % 1.26 % Dividend yield ​ — % — % Volatility ​ 1.8 % 10 %
Convertible Promissory Note
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ June 30, ​ Input ​ 2022 ​ Amount due at maturity ​ $ 500,000 ​ Term (years) ​ ​ 0.42 ​ Probability of a successful business combination ​ ​ 80 % Present value factor ​ ​ 0.98 ​

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)				6 Months Ended	12 Months Ended
	May 20, 2022	May 18, 2022	Nov. 24, 2020	Jun. 30, 2022	Dec. 31, 2021	Mar. 24, 2022
Subsidiary, Sale of Stock [Line Items]
Maximum net interest to pay dissolution expenses				$ 100,000
Number of shares represented virtually or by proxy at the Special Meeting		14,479,000
Percentage of shares of outstanding stock represented virtually or by proxy at the Special Meeting		79%
Number of Public Shares redeemed		10,036,744
Payments for redemption of stock	$ 102,894,278			$ (102,894,278)
Redemption Price Per Share	$ 10.25			$ 10.25
Borrowings under Promissory Notes				$ 500,000	$ 0
Cash				$ 139,927	838,478
Threshold business days for redemption of public shares				10 days
Working capital				$ 2,268,718
Maximum loan of convertible promissory notes						$ 1,500,000
Proceeds from convertible promissory note				500,000	0
Fair value of the convertible promissory note				$ 391,000	$ 0
Common stock, par value				$ 0.0001
Temporary Equity, Shares Outstanding				1,463,256	11,500,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Contribution per share	$ 0.04
Amount of loan contributed by Sponsor as loan	$ 60,969
Monthly payment of contributions	$ 60,969
Borrowings under Promissory Notes				$ 60,969
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued			10,000,000
Share price per share			$ 10
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued			10,000,000
Share price per share			$ 10
Exercise price of warrant			11.50
Common stock, par value			$ 0.0001
Underwriters
Subsidiary, Sale of Stock [Line Items]
Number of units issued			1,500,000
Share price per share			$ 10
Gross proceeds from sale of units			$ 15,000,000
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Share price per share			$ 1
Additional warrants issued			431,550
Additional warrants exercise price			$ 1
Proceeds from additional warrants issued			$ 431,550
Private Placement. | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued			6,050,000
Private warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant						$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)			2 Months Ended	3 Months Ended		6 Months Ended
	May 20, 2022	May 18, 2022	Nov. 30, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 24, 2022	Dec. 31, 2021
Maximum loan of convertible promissory notes								$ 1,500,000
Federal Depository Insurance Coverage				$ 250,000		$ 250,000
Number of Public Shares redeemed		10,036,744
Payments for redemption of stock	$ 102,894,278					$ (102,894,278)
Redemption price per share	$ 10.25					$ 10.25
Shares subject to possible redemption				1,463,256		1,463,256			11,500,000
Threshold period for transfer of founder shares held by director						1 year
Grant date fair value per share			$ 6.19
Grant date fair value			$ 1,671,300
Grants in period			270,000
Aggregate amount paid			$ 218,000
Unrecognized share based compensation expense			$ 1,453,300
Unrecognized tax benefits				$ 0		$ 0			$ 0
Accrued for interest and penalties				$ 0		$ 0			$ 0
Shares excluded since their inclusion would be anti-dilutive					15,184,550
Effective tax rate (as a percent)				0.80%	0%	0.10%	0%
Statutory tax rate (as a percent)				21%	21%	21%	21%
Redemption of Class A common stock subject to possible redemption						$ 102,894,278
Class A common stock
Price of warrants (in dollars per share)								$ 1
elected to redeem an aggregate				10,036,744		10,036,744
Common Class A Subject To Redemption
Shares subject to possible redemption				1,463,256		1,463,256			11,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Unaudited condensed balance sheets (Details) - Common Class A Subject To Redemption - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
As of beginning of the period	$ 117,861,531	$ 117,849,745
Redemptions	(102,894,278)
Remeasurement adjustment of carrying value to redemption value	74,438	11,786
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25	$ 15,041,691	$ 117,861,531

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Common Class A Subject To Redemption
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Diluted weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Basic net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Diluted net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Redeemable Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss) available to Redeemable Class A	$ (363,966)	$ (2,188,421)	$ 2,229,218	$ (3,174,374)
Basic weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Diluted weighted average shares outstanding	6,867,657	11,500,000	9,171,032	11,500,000
Basic net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Diluted net (loss) income per share	$ (0.05)	$ (0.19)	$ 0.24	$ (0.28)
Non-redeemable Class A and Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss) available to non-redeemable Class A and Class B common stock	$ (155,985)	$ (581,732)	$ 743,072	$ (843,821)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jul. 13, 2022	Nov. 24, 2020	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued		10,000,000
Price per share		$ 10
Number of warrants in a unit		0.75
Warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants expiration term		5 years
Underwriters
Subsidiary, Sale of Stock [Line Items]
Number of units issued		1,500,000
Price per share		$ 10
Amount held in Trust			$ 117,848,550
Unit price			$ 10.25
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Class A common stock | IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued		10,000,000
Price per share		$ 10
Number of shares in a unit		1
Common stock, par value		$ 0.0001
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Subsequent event | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of shares issuable per warrant	1

Initial Public Offering - Warra

Initial Public Offering - Warrants (Details) - Warrants	6 Months Ended
	Jun. 30, 2022 D $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	$ 9.20
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price 2	$ 18
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180%
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants | D	30
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold business days before sending notice of redemption to warrant holders	30 days
Redemption period	3 days

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
	Nov. 24, 2020	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination		30 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination		18 months
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
Private Placement. | Sponsor and one director
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,481,550
Price of warrants	$ 1
Aggregate purchase price	$ 6,481,550

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)		1 Months Ended	2 Months Ended	6 Months Ended
	Nov. 24, 2020 $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Nov. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 $ / shares shares	Nov. 03, 2020 shares	Oct. 22, 2020 shares
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001
Grants in period | shares			270,000
Grant date fair value | $			$ 1,671,300
Grant date fair value per share | $ / shares			$ 6.19
Aggregate amount paid | $			$ 218,000
Unrecognized share based compensation expense | $			$ 1,453,300
Underwriters
Related Party Transaction [Line Items]
Price per share | $ / shares	$ 10
Class A common stock
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares) | shares				104,000	104,000
Class A common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
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
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
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
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares) | shares				2,875,000	2,875,000
Class B common stock | Founder Shares | Underwriters
Related Party Transaction [Line Items]
Maximum shares subject to forfeiture | shares	375,000
Shares no longer subject to forfeiture | shares	375,000
Class B common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Price per share | $ / shares		$ 0.006
Number of shares issued | shares		4,312,500
Common stock, par value | $ / shares		$ 0.0001
Number of shares forfeited | shares						1,437,500	1,437,500
Common shares, shares outstanding (in shares) | shares						2,875,000	2,875,000

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)		6 Months Ended	12 Months Ended
	Mar. 24, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Maximum loan of convertible promissory notes	$ 1,500,000
Conversion price of unpaid principal balance	$ 1
Borrowings Under The Convertible Promissory Note		$ 500,000	$ 0
Fair Value Of The Convertible Promissory Note		391,000	0
Administrative service fees incurred and accrued		1,667	$ 1,667
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		10,000
Administrative service fees incurred and accrued		$ 0		$ 1,667

Commitments - Underwriting Agre

Commitments - Underwriting Agreement (Details) - USD ($)	Nov. 24, 2020	Jun. 30, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Deferred underwriters' compensation		$ 4,025,000	$ 4,025,000
Underwriters
Loss Contingencies [Line Items]
Threshold period for option to purchase additional Units to cover over-allotments	30 days
Common stock, shares authorized	1,500,000
Unit price	$ 10
Number of units issued	1,500,000
Gross proceeds from sale of units	$ 15,000,000
Underwriting fee per unit	$ 0.20
Underwriting discount	$ 2,300,000
Underwriting commission paid in the form of units	$ 1,040,000
Number of units available	104,000
Underwriting commission paid in cash	$ 1,260,000
Deferred fee per unit	$ 0.35
Deferred underwriters' compensation	$ 4,020,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 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 shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock Shares (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Shares subject to possible redemption	1,463,256	11,500,000
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	104,000	104,000
Common shares, shares outstanding (in shares)	104,000	104,000
Common Class A Subject To Redemption
Class of Stock [Line Items]
Shares subject to possible redemption	1,463,256	11,500,000
Common Class A Not Subject To Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	104,000	104,000
Common shares, shares outstanding (in shares)	104,000	104,000
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	2,875,000	2,875,000
Common shares, shares outstanding (in shares)	2,875,000	2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Recurring - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 | Public Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account	$ 603,750	$ 3,622,500
Level 3 | Private Placement Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account	524,764
Level 3 | Private Placement.
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account		2,820,607
Level 3 | Convertible Promissory Note
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account	390,709
U.S. Mutual Funds held in Trust Account(1) | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	$ 15,105,758	$ 117,861,531

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	6 Months Ended	12 Months Ended
	Jun. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares
Stock price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.32	10.10
Exercise price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Amount due at maturity | Convertible Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	500,000
Term (in years) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input, Term	5 years	5 years
Term (in years) | Convertible Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.42
Probability of a successful business combination | Convertible Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	80
Present value factor | Convertible Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.98
Risk-free rate | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	3.01	1.26
Volatility | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.8	10

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Changes in Fair value of the beginning and ending for our warrant classified (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at December 31	$ 1,377,691	$ 2,820,607	$ 3,673,348	$ 7,202,334	$ 2,820,607
Initial value of Convertible Promissory Note		393,758
Public Warrants reclassified to level 1(1)				(4,571,250)
Change In Fair Value Of Convertible Promissory Note	(3,049)				(109,291)
Change in fair value	(459,169)	(1,836,674)	1,049,528	1,042,264
Fair value as of March 31	$ 915,473	$ 1,377,691	$ 4,722,876	$ 3,673,348	$ 915,473

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent event - Class A common stock	Jul. 13, 2022 shares
Subsequent Event [Line Items]
Number of Shares Issued Per Unit	1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1