SMX 10-Q 10 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 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	001-41011
Entity Registrant Name	LIONHEART III CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4981022
Entity Address, Address Line One	4218 NE 2nd Avenue
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
City Area Code	305
Local Phone Number	573-3900
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	0001845991
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	LIONU
Security Exchange Name	NASDAQ
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	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	LIONW
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	LION
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		12,900,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,125,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 906,069	$ 1,416,688
Prepaid expenses	241,165	269,097
Total Current Assets	1,147,234	1,685,785
Prepaid expenses - Long-term	0	82,833
Marketable securities held in Trust Account	126,425,223	126,251,590
TOTAL ASSETS	127,572,457	128,020,208
Current liabilities
Accrued expenses	1,196,301	290,375
Accrued offering costs	46,591	61,131
Income taxes payable	13,566	0
Total Current Liabilities	1,256,458	351,506
Deferred underwriting fee payable	4,375,000	4,375,000
Total Liabilities	5,631,458	4,726,506
Commitments (Note 6)
Class A common stock subject to possible redemption; 12,500,000 shares at redemption value of $10.10 per share as of June 30, 2022 and December 31, 2021	126,250,000	126,250,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(4,309,354)	(2,956,651)
Total Stockholders' Deficit	(4,309,001)	(2,956,298)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	127,572,457	128,020,208
Class A Common Stock
Current liabilities
Class A common stock subject to possible redemption; 12,500,000 shares at redemption value of $10.10 per share as of June 30, 2022 and December 31, 2021	126,250,000
Stockholders' Deficit
Common stock	40	40
Class B Common Stock
Stockholders' Deficit
Common stock	$ 313	$ 313

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
Temporary equity, shares outstanding	12,500,000	12,500,000
Purchase price, per unit	$ 10.1	$ 10.1
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	400,000	400,000
Common shares, shares outstanding	400,000	400,000
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	3,125,000	3,125,000
Common shares, shares outstanding	3,125,000	3,125,000

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	$ 1,266,279		$ 1,512,770	$ 1,029
Loss from operations	(1,266,279)	$ 0	(1,512,770)	(1,029)
Other income:
Interest earned on marketable securities held in Trust Account	165,337		173,633	0
Loss before provision for income taxes	(1,100,942)		(1,339,137)
Provision for income taxes	(13,566)		(13,566)
Net loss	$ (1,114,508)	$ 0	$ (1,352,703)	$ (1,029)
Common Class A [Member]
Other income:
Basic weighted average shares outstanding	12,900,000		12,900,000
Diluted weighted average shares outstanding	12,900,000		12,900,000
Basic net loss per common share	$ (0.07)	$ 0	$ (0.08)	$ 0
Diluted net loss per common share	$ (0.07)	$ 0	$ (0.08)	$ 0
Common Class B [Member]
Other income:
Basic weighted average shares outstanding	3,125,000	2,875,000	3,125,000	2,875,000
Diluted weighted average shares outstanding	3,125,000	2,875,000	3,125,000	2,875,000
Basic net loss per common share	$ (0.07)	$ 0	$ (0.08)	$ 0
Diluted net loss per common share	$ (0.07)	$ 0	$ (0.08)	$ 0

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A Common Stock Common Stock	Class B Common Stock Common Stock
Balance at the beginning at Jan. 13, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 13, 2021				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Initial Stockholders	25,000	24,687			$ 313
Issuance of Class B common stock to Initial Stockholders (in shares)					3,125,000
Net loss	(1,029)		(1,029)
Balance at the end at Mar. 31, 2021	23,971	24,687	(1,029)	$ 0	$ 313
Balance at the end (in shares) at Mar. 31, 2021				0	3,125,000
Balance at the beginning at Jan. 13, 2021	0	0	0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 13, 2021				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,029)
Balance at the end at Jun. 30, 2021	23,971	24,687	(1,029)	$ 0	$ 313
Balance at the end (in shares) at Jun. 30, 2021				0	3,125,000
Balance at the beginning at Mar. 31, 2021	23,971	24,687	(1,029)	$ 0	$ 313
Balance at the beginning (in shares) at Mar. 31, 2021				0	3,125,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	0		0
Balance at the end at Jun. 30, 2021	23,971	24,687	(1,029)	$ 0	$ 313
Balance at the end (in shares) at Jun. 30, 2021				0	3,125,000
Balance at the beginning at Dec. 31, 2021	(2,956,298)	0	(2,956,651)	$ 40	$ 313
Balance at the beginning (in shares) at Dec. 31, 2021				400,000	3,125,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(238,195)		(238,195)
Balance at the end at Mar. 31, 2022	(3,194,493)	0	(3,194,846)	$ 40	$ 313
Balance at the end (in shares) at Mar. 31, 2022				400,000	3,125,000
Balance at the beginning at Dec. 31, 2021	(2,956,298)	0	(2,956,651)	$ 40	$ 313
Balance at the beginning (in shares) at Dec. 31, 2021				400,000	3,125,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,352,703)
Balance at the end at Jun. 30, 2022	(4,309,001)	0	(4,309,354)	$ 40	$ 313
Balance at the end (in shares) at Jun. 30, 2022				400,000	3,125,000
Balance at the beginning at Mar. 31, 2022	(3,194,493)	0	(3,194,846)	$ 40	$ 313
Balance at the beginning (in shares) at Mar. 31, 2022				400,000	3,125,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,114,508)		(1,114,508)
Balance at the end at Jun. 30, 2022	$ (4,309,001)	$ 0	$ (4,309,354)	$ 40	$ 313
Balance at the end (in shares) at Jun. 30, 2022				400,000	3,125,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (1,352,703)	$ (1,029)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(173,633)	0
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses	110,765	0
Accrued expenses	905,926	649
Income taxes payable	13,566	0
Net cash used in operating activities	(496,079)	(380)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to the Sponsor	0	25,000
Advances from related party	0	12,000
Proceeds from promissory note - related party	0	75,000
Payment of offering costs	(14,540)	(100,300)
Net cash (used in) provided by financing activities	(14,540)	11,700
Net Change in Cash	(510,619)	11,320
Cash — Beginning of period	1,416,688	0
Cash – End of period	906,069	11,320
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$ 0	$ 174,117

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Lionheart III Corp (the “Company”) was incorporated in Delaware on January 14, 2021. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). 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 commenced any operations. All activity for the period from January 14, 2021 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, 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 generates non-operating The registration statements for the Company’s Initial Public Offering were declared effective on November 3, 2021. On November 8, 2021, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,000,000 Units, at $10.00 per Unit, generating gross proceeds of $125,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant and the sale of 400,000 units (the “Private Placement Units” and, together with the Private Placement Warrants, the “Private Securities”) in a private placement to Lionheart Equities, LLC (the “Sponsor”) and Nomura Securities International, Inc. (“Nomura”), Northland Securities, Inc. and Drexel Hamilton, LLC, the underwriters of the Initial Public Offering (the “Underwriters”), generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $7,388,270, consisting of $2,500,000 of underwriting fees, $4,375,000 of deferred underwriting fees and $513,270 of other offering costs. Following the closing of the Initial Public Offering on November 8, 2021, an amount of $126,250,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities 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 of 1940, as amended (the “Investment Company Act”), with a maturity of 180 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 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 Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of 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 $10.10 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 if the Company has net tangible assets of at least $5,000,001 immediately 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 legal 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 containing substantially the same information as would be included in a proxy statement 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 legal 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 and the Underwriters have agreed to vote their Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended 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 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Underwriters have agreed (a) to waive their redemption rights with respect to the Founder Shares, Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) 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 and certain amendments to the Amended and Restated Certificate of Incorporation 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 The Company will have until 12 months from the closing of the Initial Public Offering (or up to 18 months in total if the Company extends the period of time to consummate our initial business combination in accordance with the terms described in the registration statement related to the Initial Public Offering) to complete a Business Combination (the “Combination Period”), subject to the Sponsor depositing additional funds into the Trust Account as set forth below. If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 business days per-share In order for the time available for the Company to consummate an Initial Business Combination to be extended, for each one-month non-interest The holders of the Founder Shares and Placement Shares will agree to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor 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 (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses , except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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. Going Concern As of June 30, 2022, the Company had cash of $906,069 not held in the Trust Account that is available for working capital purposes and had working capital of $39,182 when excluding Federal and Delaware tax liabilities that can be paid for with the interest earned on the Trust Account. 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. The Company may need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In addition to the loan commitment described herein, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If a Business Combination is not consummated by November 8, 2022, the Company’s liquidation date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete its initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination Management has determined that the mandatory liquidation without an extension, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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 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. 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 invested primarily 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 condensed 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.” Common stock subject to mandatory redemption is classified as a liability instrument and is 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 feature 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’ deficit 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 125,000,000 Less: Proceeds allocated to Public Warrants $ (3,875,000 ) Class A common stock issuance costs $ (7,136,454 ) Plus: Accretion of carrying value to redemption value $ 12,261,454 Class A common stock subject to possible redemption $ 126,250,000 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. Our effective tax rate was and for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 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 complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (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 earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,850,000 Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 For the Period from January 14, 2021 (Inception) through June 30, 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 $ (897,170 ) $ (217,338 ) $ — — $ (1,088,915 ) $ (263,788 ) $ — $ (1,029 ) Denominator: Basic and diluted weighted average shares outstanding 12,900,000 3,125,000 — 2,875,000 12,900,000 3,125,000 — 2,875,000 Basic and diluted net loss per common stock $ (0.07 ) $ (0.07 ) $ — — $ (0.08 ) $ (0.08 ) $ — $ (0.00 ) 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 Deposit Insurance Corporation coverage limit of $250,000. 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Instruments The Company accounts for the 8,450,000 warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” where warrants that do not meet the criteria for equity treatment must be treated as liabilities. The Company evaluated and classifies its warrant instruments under equity treatment and will be reported at carrying value. As of June 30, 2022 and December 31, 2021, there are 8,450,000 warrants outstanding (consisting of 6,250,000 Public Warrants, 2,000,000 Private Placement Warrants, and 200,000 Private Placement Warrants embedded in Private Units purchased by the Sponsor and the Underwriters). Recent Accounting Standards Management does not believe that there are any recently issued, but not yet effective, accounting standards, that 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 sold 12,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

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 2,000,000 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $2,000,000, and 275,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, for an aggregate price of $2,750,000, and the Underwriters purchased 125,000 Private Placement at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $1,250,000, from the Company in a private placement. Each Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Each Private Placement Unit consists of one share of common stock (“Placement Share”) and one The proceeds from the sale of the Private Securities were added to the net 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 Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Securities and all underlying securities will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 27, 2021, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On November 3, 2021, the Company effected a stock dividend resulting in the Sponsor holding an aggregate of 3,125,000 Founder Shares. The Company filed the Amended and Restated Certificate of Incorporation prior to the closing date of the Initial Public Offering such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) 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 Administrative Services Agreement The Company entered into an agreement, commencing on November 2, 2021, to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred $45,000 and $90,000 in fees for these services, of which $30,000 is included in accrued expenses in the accompanying unaudited condensed balance sheet as of June 30, 2022. Promissory Note — Related Party On January 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $75,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2022 and December 31, 2021, there are no Working Capital Loans outstanding. Extension Deposits by Related Party In order for the time available for the Company to consummate an Initial Business Combination to be extended, for each one-month non-interest General Legal Counsel On January 10, 2017, an affiliate of the Company’s Sponsor, Lionheart Capital, LLC (“Lionheart Capital”), engaged Jessica L. Wasserstrom, LLC (“Wasserstrom”), to represent Lionheart Capital and its affiliated companies, as corporate general counsel and otherwise in connection with any corporate and/or transactional matters as requested by Lionheart Capital. The engagement letter between Lionheart Capital and Wasserstrom is for an indefinite period only subject to termination rights of either party, of which no termination has occurred since the agreement was executed. Jessica Wasserstrom, the principal of Wasserstrom, currently holds the title of Chief Legal Officer of Lionheart Capital and its affiliated companies. In connection therewith, Wasserstrom was specifically engaged by the Company to provide counsel for general corporate legal matters, including related to mergers and acquisitions activity and, as such, may be deemed to be a related party of the Company. For the three and six months ended June 30, 2022, the Company incurred an aggregate of $275,000 and $440,000 of legal fees from Wasserstrom, which were recorded within accrued expenses and remain unpaid and outstanding as of June 30, 2022.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on November 3, 2021, the holders of the Founder Shares, Private Placement Units (including up to 3,000,000 units that the Sponsor may, at its option but subject to our consent, purchase on a private placement basis prior to and in connection with a Business Combination), the Private Warrants, and securities issuable pursuant to the warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,375,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock— Class A Common Stock — Class B Common Stock — On November 3, 2021, the Company filed an Amended and Restated Certificate of Incorporation prior to the closing date of the Initial Public Offering such that the Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share and 50,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class A common stock and Class B common stock are entitled to one vote for each share. Holders of Class A common stock and Class B common stock will vote together as a single class on all 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 as-converted Warrant — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to 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. The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 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 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 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 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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of June 30, 2022 and December 31, 2021, there are 2,200,000 Public Placement Warrants issued and outstanding. The Private Placement Warrants and the Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that so long as they are held by our sponsor, the underwriters or their respective permitted transferees, the private shares and the private warrants (including the Class A common stock issuable upon the exercise of the private warrants) may not be transferred, assigned or sold until 30 days after the completion of our initial business combination.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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, 2022 December 31, 2021 Level Amount Level Amount Assets: Marketable securities held in Trust Account 1 $ 126,425,223 1 $ 126,251,590

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
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 condensed financial statements were issued. Other than as On July 26, 2022, Lionheart III Corp, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) and a scheme implementation deed (“SID”) by and among Lionheart, Security Matters Limited, a publicly traded company on the Australian Securities Exchange (“ASX”)(“SMX”), Empatan Public Limited Company, a public limited company incorporated in Ireland (“Parent”), and Aryeh Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Business Combination Agreement Subject to the terms and conditions set forth in the BCA, including the approval of Lionheart’s stockholders, the parties thereto will enter into a business combination transaction (the “ Business Combination Scheme of Implementation Deed Under the SID, SMX has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act (“ Scheme Capital Reduction Parent Shares SMX Shares In addition, SMX has agreed to propose an option scheme of arrangement under Part 5.1 of the Corporations Act (“ Option Scheme Consideration Subject to the terms and conditions set forth in the BCA and the SID, SMX shareholders will receive consideration the Scheme of 1 Parent Share per 10.2432 Under the BCA, Merger Sub will merge with and into Lionheart, with Lionheart surviving the merger as a wholly owned subsidiary of Parent, with existing Lionheart stockholders and warrant holders receiving Parent Shares and warrants (“ Parent Warrants Representations and Warranties The BCA and SID, collectively, contain customary representations and warranties of the parties thereto with respect to the parties, the transactions contemplated by the BCA and the SID and their respective business operations and activities. The representations and warranties in the BCA and SID shall terminate and expire upon the occurrence of the closing of the transactions contemplated thereby Closing. Conditions to Closing Consummation of the Business Combination is subject to conditions that are customary for a transaction of this type in the United States, including, among others: (a) there being no order, temporary restraining order, preliminary or permanent injunction, decree or ruling issued by a court of competent jurisdiction or governmental authority, enjoining, restraining or otherwise imposing a legal restraint on the consummation of the closing; (b) approval by Lionheart’s stockholders of certain proposals to be set forth in the Proxy Statement/Prospectus; (c) approval by SMX shareholders of the Scheme, (d) approval by an Australian court of the Scheme; (e) the Parent Shares and Parent Warrants to be issued pursuant to the BCA and the SID being approved for listing on the Nasdaq Capital Market; and (f) the Form F-4 containing the Proxy Statement/Prospectus being declared effective in accordance with the provisions of the Securities Act of 1933, as amended (the “ Securities Act

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
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
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. 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 invested primarily 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 condensed 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.” Common stock subject to mandatory redemption is classified as a liability instrument and is 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 feature 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’ deficit 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 125,000,000 Less: Proceeds allocated to Public Warrants $ (3,875,000 ) Class A common stock issuance costs $ (7,136,454 ) Plus: Accretion of carrying value to redemption value $ 12,261,454 Class A common stock subject to possible redemption $ 126,250,000
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. Our effective tax rate was and for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 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 complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (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 earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,850,000 Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 For the Period from January 14, 2021 (Inception) through June 30, 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 $ (897,170 ) $ (217,338 ) $ — — $ (1,088,915 ) $ (263,788 ) $ — $ (1,029 ) Denominator: Basic and diluted weighted average shares outstanding 12,900,000 3,125,000 — 2,875,000 12,900,000 3,125,000 — 2,875,000 Basic and diluted net loss per common stock $ (0.07 ) $ (0.07 ) $ — — $ (0.08 ) $ (0.08 ) $ — $ (0.00 )
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 Deposit Insurance Corporation coverage limit of $250,000. 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Instruments	Warrant Instruments The Company accounts for the 8,450,000 warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” where warrants that do not meet the criteria for equity treatment must be treated as liabilities. The Company evaluated and classifies its warrant instruments under equity treatment and will be reported at carrying value. As of June 30, 2022 and December 31, 2021, there are 8,450,000 warrants outstanding (consisting of 6,250,000 Public Warrants, 2,000,000 Private Placement Warrants, and 200,000 Private Placement Warrants embedded in Private Units purchased by the Sponsor and the Underwriters).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that there are any recently issued, but not yet effective, accounting standards, that 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
Accounting Policies [Abstract]
Schedule of reconciliation of common stock reflected on the balance sheet	At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 125,000,000 Less: Proceeds allocated to Public Warrants $ (3,875,000 ) Class A common stock issuance costs $ (7,136,454 ) Plus: Accretion of carrying value to redemption value $ 12,261,454 Class A common stock subject to possible redemption $ 126,250,000
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share	The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 For the Period from January 14, 2021 (Inception) through June 30, 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 $ (897,170 ) $ (217,338 ) $ — — $ (1,088,915 ) $ (263,788 ) $ — $ (1,029 ) Denominator: Basic and diluted weighted average shares outstanding 12,900,000 3,125,000 — 2,875,000 12,900,000 3,125,000 — 2,875,000 Basic and diluted net loss per common stock $ (0.07 ) $ (0.07 ) $ — — $ (0.08 ) $ (0.08 ) $ — $ (0.00 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets 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, 2022 December 31, 2021 Level Amount Level Amount Assets: Marketable securities held in Trust Account 1 $ 126,425,223 1 $ 126,251,590

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN (Details)		6 Months Ended
	Nov. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) entity $ / shares shares	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Unit price | $ / shares		$ 10
Warrants Issued (in shares) | shares		8,450,000
Transaction Costs		$ 7,388,270
Underwriting fees		2,500,000
Deferred underwriting fee payable		4,375,000	$ 4,375,000
Other offering costs		513,270
Cash held in the Trust Account		$ 906,069
Maturity term of U.S. government securities	180 days
Condition for future business combination number of businesses minimum | entity		1
Condition for future business combination use of proceeds percentage		80
Condition For Future Business Combination Threshold Percentage Ownership		50
Condition For Future Business Combination Threshold Net Tangible Assets		$ 5,000,001
Redemption limit percentage without prior consent		20
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Threshold trading days to redeem the shares		10 days
Aggregate received from sponsor before extension		$ 10
Maximum Allowed Dissolution Expenses		100,000
Working capital		$ 39,182
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants Issued (in shares) | shares		2,000,000
Price of warrant | $ / shares		$ 1
Proceeds from sale of Private Placement Warrants		$ 2,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units | shares	12,500,000
Shares Issued, Price Per Share | $ / shares	$ 10.1
Proceeds from Issuance Initial Public Offering	$ 125,000,000
Unit price | $ / shares	$ 10
Warrants Issued (in shares) | shares		400,000
Investment of cash into Trust Account	$ 126,250,000
IPO [Member] | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants Issued (in shares) | shares		2,000,000
Proceeds from sale of Private Placement Warrants		$ 6,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units | shares	1,000,000
Unit price | $ / shares	$ 10
Sponsor
Subsidiary, Sale of Stock [Line Items]
Advance received from related party		$ 412,500
Share Price | $ / shares		$ 0.033
Aggregate received from sponsor before extension		$ 2,475,000

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
Cash equivalents	$ 0		$ 0		$ 0
Unrecognized tax benefits	0		0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		$ 0		$ 0
Warrants Issued (in shares)	8,450,000		8,450,000
Federal Depository Insurance	$ 250,000		$ 250,000
Warrants outstanding	8,450,000		8,450,000		8,450,000
Effective Income Tax Rate Reconciliation, Percent			0.01%	0%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21%	21%	21%	21%
Private Placement Warrants
Warrants Issued (in shares)	2,000,000		2,000,000
Warrants outstanding	2,000,000		2,000,000		2,000,000
Public Warrants
Warrants outstanding	6,250,000		6,250,000		6,250,000
Private Placement Units
Warrants outstanding	200,000		200,000		200,000
Common Class A [Member]
Warrants Issued (in shares)	8,850,000		8,850,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of common stock reflected on the balance sheet (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class A common stock subject to possible redemption	$ 126,250,000	$ 126,250,000
Class A Common Stock
Gross proceeds	125,000,000
Proceeds allocated to Public Warrants	(3,875,000)
Class A common stock issuance costs	(7,136,454)
Accretion of carrying value to redemption value	12,261,454
Class A common stock subject to possible redemption	$ 126,250,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A Common Stock
Numerator:
Allocation of net loss	$ (897,170)			$ (1,088,915)
Denominator:
Basic weighted average shares outstanding	12,900,000			12,900,000
Diluted weighted average shares outstanding	12,900,000			12,900,000
Basic net loss per common share	$ (0.07)	$ 0		$ (0.08)	$ 0
Diluted net loss per common share	$ (0.07)	$ 0		$ (0.08)	$ 0
Class B Common Stock
Numerator:
Allocation of net loss	$ (217,338)			$ (263,788)	$ (1,029)
Denominator:
Basic weighted average shares outstanding	3,125,000	2,875,000		3,125,000	2,875,000
Diluted weighted average shares outstanding	3,125,000	2,875,000	2,875,000	3,125,000	2,875,000
Basic net loss per common share	$ (0.07)	$ 0		$ (0.08)	$ 0
Diluted net loss per common share	$ (0.07)	$ 0		$ (0.08)	$ 0

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares		6 Months Ended
	Nov. 08, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Unit Price		$ 10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	12,500,000
Unit Price	$ 10
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		1
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.5
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	1,000,000
Unit Price	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	8,450,000
Unit price | $ / shares	$ 10
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	2,000,000
Price of warrants | $ / shares	$ 1
Aggregate purchase price | $	$ 2,000,000
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	275,000
Unit price | $ / shares	$ 10
Aggregate purchase price | $	$ 2,750,000
Exercise price of warrant | $ / shares	$ 11.5
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	125,000
Aggregate purchase price | $	$ 1,250,000
Number of shares per warrant	1
Number of shares in a unit	1
Number of warrants in a unit	0.5

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		3 Months Ended
	Jan. 27, 2021 USD ($) Day $ / shares shares	Mar. 31, 2021 USD ($)	Nov. 02, 2021 USD ($)
Related Party Transaction [Line Items]
Number of shares issued | shares	3,125,000
Aggregate purchase price		$ 25,000
General and administrative services expense per month			$ 15,000
Sponsor
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	30 days
Sponsor | Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued | shares	2,875,000
Aggregate purchase price	$ 25,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Nov. 08, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Jan. 27, 2021
Related Party Transaction [Line Items]
Aggregate received from sponsor before extension		$ 10	$ 10
Accrued expenses		1,196,301	1,196,301	$ 290,375
Legal Fees		275,000	440,000
Sponsor
Related Party Transaction [Line Items]
Advance received from related party		$ 412,500	$ 412,500
Share Price		$ 0.033	$ 0.033
Aggregate received from sponsor before extension		$ 2,475,000	$ 2,475,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 75,000
Repayment of promissory note - related party	$ 75,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Incurred of related party services fees		45,000	90,000
Accrued expenses		$ 30,000	30,000
Related Party Loans
Related Party Transaction [Line Items]
Related party transaction Converted notes upon consummation of a Business Combination			$ 1,500,000
Related party transaction Converted notes Price per share upon consummation of a Business Combination		$ 10	$ 10
Outstanding balance				$ 0

COMMITMENTS (Details)

COMMITMENTS (Details)	Nov. 03, 2021 item shares	Jun. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of units issued excluding underwriters | shares	3,000,000
Maximum number of demands for registration of securities | item	3
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 4,375,000	$ 4,375,000

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Nov. 03, 2021
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 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	Nov. 03, 2021 $ / shares shares	Sep. 30, 2021 $ / shares shares	Jan. 28, 2021 $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	400,000	400,000
Common shares, shares outstanding (in shares)	400,000	400,000
Class A common stock subject to possible redemption, issued (in shares)	12,500,000	12,500,000
Class A common stock subject to possible redemption, outstanding (in shares)	12,500,000	12,500,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000	50,000,000		50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	3,125,000	3,125,000
Common shares, shares outstanding (in shares)	3,125,000	3,125,000
Ratio to be applied to the stock in the conversion	20

STOCKHOLDERS' DEFICIT - Warrant

STOCKHOLDERS' DEFICIT - Warrants (Details)	6 Months Ended
	Jun. 30, 2022 item d $ / shares shares	Dec. 31, 2021 shares
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 18
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	30 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Common shares, shares issued | shares	2,200,000	2,200,000
Common shares, shares outstanding | shares	2,200,000	2,200,000
Public Warrants
Class of Warrant or Right [Line Items]
Common shares, shares issued | shares	6,250,000	6,250,000
Common shares, shares outstanding | shares	6,250,000	6,250,000
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant | $ / shares	$ 9.2
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | item	10
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 18
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | d	30
Redemption period	30 days

FAIR VALUE MEASUREMENTS - Compa

FAIR VALUE MEASUREMENTS - Company's assets that are measured at fair value on a recurring basis (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 126,425,223	$ 126,251,590
Level 1
Assets:
Marketable securities held in Trust Account	$ 126,425,223	$ 126,251,590

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - BCA and SID [Member]	Jul. 26, 2022 $ / shares shares
Subsequent Event [Line Items]
Conversion of stock, Shares converted for one parent share | shares	10.2432
Implied value per parent share | $ / shares	$ 10