DILA Capital Acquisition (DILA) 10-Q 8 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 08, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40494
Entity Registrant Name	DILA CAPITAL ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1396422
Entity Address, Address Line One	1395 Brickell Ave., Ste. 950
Entity Address, City or Town	Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	786
Local Phone Number	785-1715
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001843608
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units Each Consisting of One Share of Class Common Stock and One Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A
Trading Symbol	DILAU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	DILA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		6,121,980
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	DILAW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,457,495

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 27,129	$ 434,638
Prepaid expenses and other current assets	210,319	284,988
Total Current Assets	237,448	719,626
Cash and marketable securities held in Trust Account	58,375,413	58,315,099
TOTAL ASSETS	58,612,861	59,034,725
Current liabilities:
Accounts payable and accrued expenses	240,673	295,878
Accrued offering costs		5,000
Total Liabilities	240,673	300,878
Commitments
Class A common stock subject to possible redemption, 5,829,980 shares at redemption value as of June 30, 2022 and December 31, 2021	58,299,800	58,299,800
Stockholders' Equity
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	1,013,066	1,013,066
Accumulated deficit	(940,853)	(579,194)
Total Stockholders' Equity	72,388	434,047
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	58,612,861	59,034,725
Class A Common Stock
Stockholders' Equity
Common stock	29	29
Class B Common Stock
Stockholders' Equity
Common stock	$ 146	$ 146

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	292,000	292,000
Common shares, shares outstanding	292,000	292,000
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	5,829,980	5,829,980
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	1,457,495	1,457,495
Common shares, shares outstanding	1,457,495	1,457,495

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating and formation costs	$ 196,732	$ 72,602	$ 421,986	$ 73,090
Loss from operations	(196,732)	(72,602)	(421,986)	(73,090)
Other income (expense):
Interest earned on operating account	3		13
Interest earned on marketable securities held in Trust Account	49,652	847	69,063	847
Unrealized income (loss) on marketable securities held in Trust Account	26,416	(1,271)	(8,749)	(1,271)
Other income (expense), net	76,071	(424)	60,327	(424)
Net loss	(120,661)	(73,026)	(361,659)	(73,514)
Class A Common Stock
Other income (expense):
Net loss	$ (97,458)	$ (18,676)	$ (292,114)	$ (27,494)
Weighted average shares outstanding, Basic	6,121,980	472,662	6,121,980	831,055
Weighted average shares outstanding, diluted	6,121,980	472,662	6,121,980	831,055
Basic net loss per common share	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.03)
Diluted net loss per common share	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.03)
Class B Common Stock
Other income (expense):
Net loss	$ (23,203)	$ (54,350)	$ (69,545)	$ (46,020)
Weighted average shares outstanding, Basic	1,457,495	1,375,516	1,457,495	1,391,016
Weighted average shares outstanding, diluted	1,457,495	1,375,516	1,457,495	1,391,016
Basic net loss per common share	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.03)
Diluted net loss per common share	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.03)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock Common Stock	Class A Common Stock	Class B Common Stock Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Dec. 31, 2020	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 0		$ 158		24,842	0	25,000
Issuance of Class B common stock to Sponsor (in shares)	0		1,581,250
Net loss	$ 0		$ 0		0	(488)	(488)
Balance at the end at Mar. 31, 2021			$ 158		24,842	(488)	24,512
Balance at the end (in shares) at Mar. 31, 2021			1,581,250
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0		0	0	0
Balance at the beginning (in shares) at Dec. 31, 2020	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Founder Shares							(12)
Net loss		$ (27,494)		$ (46,020)			(73,514)
Balance at the end at Jun. 30, 2021	$ 29		$ 146		1,013,485	(73,514)	940,146
Balance at the end (in shares) at Jun. 30, 2021	292,000		1,457,495
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0		0	0	0
Balance at the beginning (in shares) at Dec. 31, 2020	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount							(8,396,734)
Balance at the end at Dec. 31, 2021	$ 29		$ 146		1,013,066	(579,194)	434,047
Balance at the end (in shares) at Dec. 31, 2021	292,000		1,457,495
Balance at the beginning at Mar. 31, 2021			$ 158		24,842	(488)	24,512
Balance at the beginning (in shares) at Mar. 31, 2021			1,581,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 292,000 Private Placement Units	$ 29				2,919,971	0	2,920,000
Sale of 292,000 Private Placement Units (in shares)	292,000
Fair value of Unit Purchase Option, inclusive of proceeds received					411,996	0	411,996
Forfeiture of Founder Shares			$ (12)		12	0
Forfeiture of Founder Shares (in shares)			(123,755)
Fair value of Public Warrants at issuance					6,327,527	0	6,327,527
Allocated value of transaction costs to Class A common stock					(274,548)	0	(274,548)
Accretion for Class A common stock to redemption amount					(8,396,315)	0	(8,396,315)
Net loss		(18,676)		(54,350)		(73,026)	(73,026)
Balance at the end at Jun. 30, 2021	$ 29		$ 146		1,013,485	(73,514)	940,146
Balance at the end (in shares) at Jun. 30, 2021	292,000		1,457,495
Balance at the beginning at Dec. 31, 2021	$ 29		$ 146		1,013,066	(579,194)	434,047
Balance at the beginning (in shares) at Dec. 31, 2021	292,000		1,457,495
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0		$ 0		0	(240,998)	(240,998)
Balance at the end at Mar. 31, 2022	$ 29		$ 146		1,013,066	(820,192)	193,049
Balance at the end (in shares) at Mar. 31, 2022	292,000		1,457,495
Balance at the beginning at Dec. 31, 2021	$ 29		$ 146		1,013,066	(579,194)	434,047
Balance at the beginning (in shares) at Dec. 31, 2021	292,000		1,457,495
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount							(8,396,734)
Net loss		(292,114)		(69,545)			(361,659)
Balance at the end at Jun. 30, 2022	$ 29		$ 146		1,013,066	(940,853)	72,388
Balance at the end (in shares) at Jun. 30, 2022	292,000		1,457,495
Balance at the beginning at Mar. 31, 2022	$ 29		$ 146		1,013,066	(820,192)	193,049
Balance at the beginning (in shares) at Mar. 31, 2022	292,000		1,457,495
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		$ (97,458)		$ (23,203)		(120,661)	(120,661)
Balance at the end at Jun. 30, 2022	$ 29		$ 146		$ 1,013,066	$ (940,853)	$ 72,388
Balance at the end (in shares) at Jun. 30, 2022	292,000		1,457,495

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Jun. 30, 2021 shares
Private Placement
Sale of Private Placement Warrants (in shares)	292,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss			$ (361,659)	$ (73,514)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (49,652)	$ (847)	(69,063)	(847)
Unrealized loss on marketable securities held in Trust Account	(26,416)	1,271	8,749	1,271
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			74,669	(400,811)
Accounts payable and accrued expenses			(55,205)	40,265
Net cash used in operating activities			(402,509)	(433,636)
Cash Flows from Investing Activities:
Investment of cash into Trust Account				(58,299,805)
Net cash used in investing activities				(58,299,805)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor				25,000
Proceeds from sale of Units, net of underwriting discounts paid				56,842,305
Proceeds from sale of Private Placement Units				2,920,000
Proceeds from promissory note - related party				17,889
Repayment of promissory note - related party				(17,889)
Payment of offering costs			(5,000)	(426,914)
Net cash (used in) provided by financing activities			(5,000)	59,360,391
Net Change in Cash			(407,509)	626,950
Cash - Beginning of period			434,638	0
Cash - End of period	$ 27,129	$ 626,950	$ 27,129	626,950
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs				47,450
Accretion for Class A common stock subject to possible redemption				54,239,520
Forfeiture of Founder Shares				$ (12)

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY	6 Months Ended
	Jun. 30, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS , AND LIQUIDITY DILA Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, although the Company intends to focus its search on target businesses located in Latin America, as well as businesses located in the United States which cater to the Hispanic community. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not yet commenced any operations. All activity for the period December 30, 2020 (inception) through June 30, 2022 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for 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 Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on June 14, 2021. On June 17, 2021, the Company consummated the Initial Public Offering of 5,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $55,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 283,750 Units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to DILA Capital Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $2,837,500, which is described in Note 4. Following the closing of the Initial Public Offering on June 17, 2021, an amount of $55,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On June 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 329,980 Units issued for an aggregate amount of $3,299,800. The underwriters forfeited their option to purchase an additional 495,020 Units over-allotment option. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 8,250 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $82,500. A total of $3,299,805 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $58,299,805. Transaction costs amounted to $2,343,755, consisting of $1,457,495 of underwriting fees, and $886,260 of other offering costs, which includes $411,896 of fair value of the Unit Purchase Option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of taxes payable) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until December 17, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had $27,129 in its operating bank accounts, $58,375,413 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its shares of common stock in connection therewith and a working capital of $72,383. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation - Going Concern”, the Company has until December 17, 2022 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern after December 17, 2022. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 17, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 17, 2022. Risks and Uncertainties Management continues 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 58,299,800 Less: ​ Class A common stock issuance costs ​ (1,657,311) Initial value of Unit Purchase Option ​ ​ (411,896) Proceeds allocated to Public Warrants ​ ​ (6,327,527) Plus: ​ Accretion of carrying value to redemption value ​ 8,396,734 Class A common stock subject to possible redemption ​ $ 58,299,800 ​ Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $2,343,755, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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 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. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 0% for the three months June 30, 2022 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 Loss per Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“ FASB”) ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common stock as the redemption value approximates fair value. Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common stock is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (97,458) ​ $ (23,203) ​ $ (18,676) ​ $ (54,350) ​ $ (292,114) ​ $ (69,545) ​ $ (27,494) ​ $ (46,020) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 472,662 ​ ​ 1,375,516 ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 831,055 ​ ​ 1,391,016 Basic and diluted net loss per common stock ​ $ (0.02) ​ $ (0.02) ​ $ (0.04) ​ $ (0.04) ​ $ (0.05) ​ $ (0.05) ​ $ (0.03) ​ $ (0.03) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature (See Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
PUBLIC OFFERING.
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,829,980 Units, inclusive of 329,980 Units sold to the underwriters on June 29, 2021 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 9).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 283,750 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $2,837,500, in a private placement. The Sponsor has agreed to purchase up to an additional 20,625 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $206,250 in the aggregate, if the over-allotment option is exercised in full or in part by the underwriters. On June 29, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 8,250 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $82,500. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

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 On January 21, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On June 14, 2021, the Company effected a stock dividend of 143,750 shares with respect to the Class B common stock, resulting in an aggregate of 1,581,250 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares include an aggregate of up to 206,250 shares that were subject to forfeiture by the Sponsor. As a result of the underwriters’ election to partially exercise their over-allotment option on June 29, 2021, a total of 82,495 Founder Shares are no longer subject to forfeiture and 123,755 Founder Shares were forfeited. As a result, there are 1,457,495 Founder Shares outstanding as of June 30, 2022 and December 31, 2021. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (2) subsequent to a Business Combination, (x) if the last reported sale price of the 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on June 14, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for general and administrative services, including office space, utilities and administrative support. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively. For the three and six months ended June 30, 2021 Promissory Note — Related Party On January 21, 2021, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and is payable on the earlier of June 30, 2021, or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $17,889 was repaid on June 25, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company consummates a Business Combination, the Company would repay such loaned amounts, provided that up to $1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private units. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration and Stockholder Rights Agreement Pursuant to a registration rights agreement entered into on June 14, 2021, the holders of the Founder Shares issued and outstanding, as well as the holders of the Private Units and any units our sponsor, officers, directors, initial stockholders or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Units and units issued to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engages EarlyBirdCapital, the underwriter in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. Unit Purchase Option The Company has agreed to sell to EarlyBirdCapital (and/or its designees), for $100, an option to purchase up to a total of 250,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $2,500,000) upon the closing of the Initial Public Offering. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, at any time commencing after the closing of the Business Combination and terminating on the fifth anniversary of the effectiveness of the registration statement. Notwithstanding anything to the contrary, neither the option nor the warrants underlying the option shall be exercisable after the fifth anniversary of the effective date of the registration statement. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the unit purchase option is approximately $412,000, or $1.65 per Unit, using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to EarlyBirdCapital was estimated as of the date of grant using the following assumptions: (1) expected volatility of 16.7%, (2) risk-free interest rate of 0.90% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the Class A shares of common stock underlying such units, the warrants included in such units and the Class A shares of common stock that are issuable for the warrants included in such units, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	6 Months Ended
	Jun. 30, 2022
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION.
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 292,000 shares of Class A common stock issued and outstanding , excluding 5,829,980 shares of Class A common stock subject to possible redemption which are presented as temporary equity.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our Business Combination.

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2022
WARRANTS.
WARRANTS	NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and an Annual Report relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable, ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30 -trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets that are re-measured and reported at fair value at each reporting period, and non-financial assets that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets 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, 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 based on the observable inputs and unobservable inputs used in order to value the assets: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level 2022 2021 Assets: ​ ​ ​ ​ Cash and marketable securities held in Trust Account 1 ​ $ 58,375,413 ​ $ 58,315,099 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 . SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
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 statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 58,299,800 Less: ​ Class A common stock issuance costs ​ (1,657,311) Initial value of Unit Purchase Option ​ ​ (411,896) Proceeds allocated to Public Warrants ​ ​ (6,327,527) Plus: ​ Accretion of carrying value to redemption value ​ 8,396,734 Class A common stock subject to possible redemption ​ $ 58,299,800 ​
Offering costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $2,343,755, which were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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 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. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 0% for the three months June 30, 2022 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 Loss per Common Stock	Net Loss per Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“ FASB”) ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common stock as the redemption value approximates fair value. Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common stock is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (97,458) ​ $ (23,203) ​ $ (18,676) ​ $ (54,350) ​ $ (292,114) ​ $ (69,545) ​ $ (27,494) ​ $ (46,020) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 472,662 ​ ​ 1,375,516 ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 831,055 ​ ​ 1,391,016 Basic and diluted net loss per common stock ​ $ (0.02) ​ $ (0.02) ​ $ (0.04) ​ $ (0.04) ​ $ (0.05) ​ $ (0.05) ​ $ (0.03) ​ $ (0.03)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature (See Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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 common stock subject to redemption in balance sheets reconciliation	​ ​ ​ ​ ​ Gross proceeds $ 58,299,800 Less: ​ Class A common stock issuance costs ​ (1,657,311) Initial value of Unit Purchase Option ​ ​ (411,896) Proceeds allocated to Public Warrants ​ ​ (6,327,527) Plus: ​ Accretion of carrying value to redemption value ​ 8,396,734 Class A common stock subject to possible redemption ​ $ 58,299,800
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (97,458) ​ $ (23,203) ​ $ (18,676) ​ $ (54,350) ​ $ (292,114) ​ $ (69,545) ​ $ (27,494) ​ $ (46,020) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 472,662 ​ ​ 1,375,516 ​ ​ 6,121,980 ​ ​ 1,457,495 ​ ​ 831,055 ​ ​ 1,391,016 Basic and diluted net loss per common stock ​ $ (0.02) ​ $ (0.02) ​ $ (0.04) ​ $ (0.04) ​ $ (0.05) ​ $ (0.05) ​ $ (0.03) ​ $ (0.03)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level 2022 2021 Assets: ​ ​ ​ ​ Cash and marketable securities held in Trust Account 1 ​ $ 58,375,413 ​ $ 58,315,099

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY (Details) - USD ($)			3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 29, 2021	Jun. 17, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 10
Proceeds from issuance initial public offering				$ 58,299,800		$ 58,299,800
Proceeds from sale of Private Placement Units					$ 2,920,000
Transaction Costs				2,343,755
Underwriting fees				1,457,495
Other offering costs				886,260
Fair value of Unit Purchase Option				411,896		$ 411,896
Operating bank accounts				27,129
Securities held in Trust Account				58,375,413
Working Capital				$ 72,383
Aggregate purchase price			$ 25,000
Investment of cash into Trust Account					$ 58,299,805
Condition for future business combination threshold Percentage Ownership				50
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Redemption period upon closure				10 days
Investment Of Proceeds In Trust Account	$ 3,299,805
Aggregate proceeds held in the Trust Account	$ 58,299,805
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80%
Minimum net tangible assets upon consummation of business combination				$ 5,000,001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	5,829,980	5,500,000
Purchase price, per unit		$ 10		$ 10
Proceeds from issuance initial public offering		$ 55,000,000
Investment of cash into Trust Account		$ 55,000,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)					292,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)				283,750
Exercise price of warrants				$ 10
Proceeds from sale of Private Placement Units				$ 2,837,500
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	329,980
Purchase price, per unit	$ 10	$ 10
Proceeds from sale of Private Placement Units	$ 82,500
Aggregate purchase price	$ 3,299,800
Underwriters forfeited	495,020
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold	8,250
Purchase price, per unit	$ 10
Sale of Private Placement Warrants (in shares)	8,250
Exercise price of warrants	$ 10			$ 10
Proceeds from sale of Private Placement Units	$ 82,500			$ 206,250

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0		$ 0		$ 0
Offering costs	2,343,755		2,343,755
Unrecognized tax benefits	0		0		$ 0
Federal Depository Insurance Coverage	$ 250,000		$ 250,000
Effective tax rate	0%	0%	2,021%	0%
Statutory federal income tax rate	21%	21%	21%	21%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Class A Common Stock Reconciliation (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION.
Gross proceeds		$ 58,299,800	$ 58,299,800
Less:
Class A common stock issuance costs		(1,657,311)	(1,657,311)
Initial value of Unit Purchase Option		(411,896)	(411,896)
Proceeds Allocated to Public Warrants		(6,327,527)	(6,327,527)
Plus:
Accretion of carrying value to redemption value	$ 8,396,315	8,396,734	8,396,734
Class A common stock subject to possible redemption		$ 58,299,800	$ 58,299,800

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Allocation of net loss, as adjusted	$ (120,661)	$ (240,998)	$ (73,026)	$ (488)	$ (361,659)	$ (73,514)
Class A Common Stock
Numerator:
Allocation of net loss, as adjusted	$ (97,458)		$ (18,676)		$ (292,114)	$ (27,494)
Denominator:
Basic weighted average common stock outstanding	6,121,980		472,662		6,121,980	831,055
Diluted weighted average common stock outstanding	6,121,980		472,662		6,121,980	831,055
Basic net loss per common stock	$ (0.02)		$ (0.04)		$ (0.05)	$ (0.03)
Diluted net loss per common stock	$ (0.02)		$ (0.04)		$ (0.05)	$ (0.03)
Class B Common Stock
Numerator:
Allocation of net loss, as adjusted	$ (23,203)		$ (54,350)		$ (69,545)	$ (46,020)
Denominator:
Basic weighted average common stock outstanding	1,457,495		1,375,516		1,457,495	1,391,016
Diluted weighted average common stock outstanding	1,457,495		1,375,516		1,457,495	1,391,016
Basic net loss per common stock	$ (0.02)		$ (0.04)		$ (0.05)	$ (0.03)
Diluted net loss per common stock	$ (0.02)		$ (0.04)		$ (0.05)	$ (0.03)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Jun. 29, 2021	Jun. 17, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	5,829,980	5,500,000
Purchase price, per unit		$ 10	$ 10
Number of shares in a unit	1
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	329,980
Purchase price, per unit	$ 10	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		6 Months Ended
	Jun. 29, 2021	Jun. 30, 2022	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 2,920,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 82,500
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	8,250
Exercise price of warrants	$ 10	$ 10
Aggregate purchase price	$ 82,500	$ 206,250
Exercise price of warrant	$ 10	$ 10
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			292,000
Additional units sold of shares		20,625
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		283,750
Exercise price of warrants		$ 10
Aggregate purchase price		$ 2,837,500
Exercise price of warrant		$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			3 Months Ended
	Jun. 14, 2021	Jan. 21, 2021	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 29, 2021
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares outstanding				1,457,495	1,457,495
Founder shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		1,437,500
Aggregate purchase price		$ 25,000
Share dividend	143,750
Aggregate number of shares owned	1,581,250
Shares subject to forfeiture		206,250				123,755
Shares no longer subject to forfeiture						82,495
Common shares, shares outstanding				1,457,495	1,457,495
Restrictions on transfer period of time after business combination completion		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)		$ 12
Transfer assign or sell any shares or warrant after completion of initial business combination threshold consecutive trading days		20 days
Transfer assign or sell any shares or warrant after completion of initial business combination threshold trading days		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Jun. 25, 2021	Jun. 14, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jan. 21, 2021
Related Party Transaction [Line Items]
Repayment of promissory note - related party						$ 17,889
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 150,000
Repayment of promissory note - related party	$ 17,889
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid			$ 30,000	$ 10,000	$ 60,000	$ 10,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000		$ 1,500,000
Exercise price of warrants			$ 10		$ 10

COMMITMENTS (Details)

COMMITMENTS (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Maximum number of demands for registration of securities	2
Percentage of gross proceeds on total equity proceeds	60%
Options to sell units	$ 100
Number of shares exercisable | shares	250,000
Share Price | $ / shares	$ 10
Aggregate amount of options to exercisable	$ 2,500,000
Unit Purchase Option
Cash payment received	100
Fair value of Unit purchase option	$ 412,000
Fair value of Unit purchase option, per unit | $ / shares	$ 1.65
Method used for estimating the fair value of the option	Black-Scholes option-pricing model
Expected Volatility	16.70%
Risk free interest rate	0.90%
Expected life	5 years
Minimum
Rights of period granted on option exercised	5 years
Maximum
Rights of period granted on option exercised	7 years
Over-allotment option
Percentage of gross proceeds on total equity proceeds	3.50%

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION - Additional Information (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class A Common Stock
Temporary Equity [Line Items]
Common shares, shares authorized	200,000,000	200,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001
Votes per share | Vote	1	1
Common shares, shares issued	292,000	292,000
Common shares, shares outstanding	292,000	292,000
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Temporary equity, shares outstanding	5,829,980	5,829,980

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	20
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	1,457,495	1,457,495
Common shares, shares outstanding (in shares)	1,457,495	1,457,495

WARRANTS (Details)

WARRANTS (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
WARRANTS.
Warrants exercisable term from the completion of business combination	30 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 18
Threshold trading days for redemption of public warrants	20 years
Class of warrants or right redemption of warrants or rights threshold consecutive trading days	30 years
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days for calculating market values	20 years
Adjustment of exercise price of warrants based on market value (as a percent)	115%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Warrants exercisable for cash | shares	0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 58,375,413	$ 58,315,099
Level 1 | Recurring
Assets:
Cash and marketable securities held in Trust Account	$ 58,375,413	$ 58,315,099