International Media Acquisition (IMAQ) 10-K 30 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 29, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40687
Entity Registrant Name	INTERNATIONAL MEDIA ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1627460
Entity Address, Address Line One	1604 US Highway 130
Entity Address, City or Town	North Brunswick
Entity Address State Or Province	NJ
Entity Address, Postal Zip Code	08902
City Area Code	212
Local Phone Number	960-3677
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		29,546,900
Entity Central Index Key	0001846235
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Tampa, FL
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	IMAQW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	IMAQU
Security Exchange Name	NASDAQ
Rights
Document Information [Line Items]
Title of 12(b) Security	Rights
Trading Symbol	IMAQR
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	IMAQ
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
ASSETS
Cash	$ 224,707
Prepaid expenses	238,953
Total current assets	463,660
Investments held in Trust Account	230,006,777
Total Assets	230,470,437
Current liabilities:
Accounts payable	123,279
Accrued expenses	89,507
Accrued expenses - related party	50,000
Franchise tax payable	131,293
Total current liabilities	394,079
Deferred underwriting fee payable	8,050,000
Warrant liability	262,977
Total Liabilities	8,707,056
Commitments
Common stock subject to possible redemption, 23,000,000 shares at redemption value, actual and as adjusted, respectively	230,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0
Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,546,900 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)	655
Additional paid-in capital	564,600
Accumulated deficit	(8,801,874)
Total Stockholder's Deficit	(8,236,619)
Total Liabilities and Stockholder's Deficit	$ 230,470,437

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
BALANCE SHEET
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	500,000,000
Common shares, shares issued	6,546,900
Common shares, shares outstanding	6,546,900
Temporary equity, shares issued	23,000,000
Common shares, subject to possible redemption	23,000,000
Temporary equity redemption price per share | $ / shares	$ 10

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
STATEMENTS OF OPERATIONS
Formation and operating costs	$ 600,741
Stock-based compensation expense	1,351,448
Franchise tax expense	131,293
Loss from operations	(2,083,482)
Expensed offering costs	(4,926)
Change in fair value of warrant liability	199,225
Interest and dividend income on investments held in trust account	6,777
Net loss	$ (1,882,406)
Weighted Average Number of Shares Outstanding, Basic | shares	15,189,291
Weighted Average Number of Shares Outstanding, Diluted | shares	15,189,291
Net loss per share, Basic | $ / shares	$ (0.12)
Net loss per share, Diluted | $ / shares	$ (0.12)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at the beginning	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares)	0
Balance at the end	$ 0	0	0	0
Balance at the end (in shares)	0
Issuance of common stock to Sponsor	$ 575	24,425		25,000
Issuance of common stock to Sponsor (in shares)	5,750,000
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs		11,644,529		11,644,529
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs		6,853,620		6,853,620
Proceeds from sale of Private Units to Sponsor allocated to Private Shares, net of offering costs	$ 80	7,173,920		7,174,000
Proceeds from sale of Private Units to Sponsor allocated to Private Shares, net of offering costs (in shares)	796,900
Proceeds from sale of Private Units to Sponsor allocated to Private Rights, net of offering costs		250,879		250,879
Remeasurement of Public Shares to redemption value		(26,734,221)	(6,919,468)	(33,653,689)
Stock-based compensation		1,351,448		1,351,448
Net income	$ (1,902,644)		(1,882,406)	(1,882,406)
Balance at the beginning	$ 655	564,600	(8,801,874)	(8,236,619)
Balance at the beginning (in shares)	6,546,900
Balance at the end	$ 655	$ 564,600	$ (8,801,874)	$ (8,236,619)
Balance at the end (in shares)	6,546,900

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	12 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,882,406)
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation expense	1,351,448
Expensed offering costs	4,926
Interest and dividend income on investments held in trust account	(6,777)
Change in fair value of warrant liability	(199,225)
Changes in operating assets and liabilities:
Prepaid expenses	(238,953)
Accrued expenses	89,507
Accrued expenses - related party	50,000
Franchise tax payable	131,293
Accounts payable	123,279
Net cash used in operating activities	(576,908)
Cash flows from Investing Activities:
Cash deposited in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discount paid	225,400,000
Proceeds from the sale of private units	7,240,463
Proceeds from promissory note - related party	365,000
Repayment of promissory note - related party	(50,000)
Advance from Sponsor	94,537
Repayment of advance from Sponsor	(94,537)
Offering costs paid	(2,153,848)
Net cash provided by financing activities	230,801,615
Net Change in Cash	224,707
Cash - Beginning of period	0
Cash - End of period	224,707
Non-cash investing and financing activities
Accretion of Public Shares to redemption value	33,653,689
Deferred underwriting fee payable	8,050,000
Repayment of promissory note through issuance of private units	503,537
Offering costs paid in exchange for private units	225,000
Offering costs paid via promissory note - related party	213,537
Offering costs paid by Sponsor in exchange for issuance of common stock	$ 25,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS International Media Acquisition Corp. (the “Company”) is a blank check company incorporated in the Delaware on January 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region (excluding China) for purposes of consummating a 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2021, related to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below, and identifying a target Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”), at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000, which is described in Note 4. On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated the sale of an additional 3,000,000 Units, generating gross proceeds of $30,000,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units, at a price of $10.00 per Private Unit, in a private placement to the Sponsor, generating gross proceeds of $825,000. Following the closing of the Initial Public Offering and the sale of the Private Units, a total of $230,000,000 was placed in a trust account (the “Trust Account”) and was invested only 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders (the “public stockholders”) of the shares of common stock included in the Units sold in the Initial Public Offering (the “Public Shares”) 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 rights or warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity (“ASC 480”). 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 and assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting 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 and the other holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares , their Private Shares (as defined in Note 4) 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 don’t 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 other initial stockholders (as defined in Note 5) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to their Founder Shares and Private Shares if the Company fails to complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor and the other initial stockholders 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 (as defined below). The Company will have until 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering 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 underwriters have agreed to waive their rights to their deferred underwriting commissions (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 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 if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the 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 As of December 31, 2021, the Company had $224,707 in cash and a working capital surplus of $49,343. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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 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 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 December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 180 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. In accordance with the guidance contained in ASC 815, the Public Warrants qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Warrants (as defined in Note 4) was estimated using a Black-Scholes method (see Note 9). Common Stock Subject to Possible Redemption All of the 23,000,000 Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity. 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. As of December 31, 2021, the redeemable common stock reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (12,466,000) Proceeds allocated to Public Rights ​ (7,337,000) Issuance costs allocated to common stock ​ (13,850,689) Plus: ​ Remeasurement of carrying value to redemption value ​ 33,653,689 Common stock subject to possible redemption ​ $ 230,000,000 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,242,385 as a result of the Initial Public Offering (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $2,592,385 of other offering costs). The Company recorded $13,850,689 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company recorded $1,386,770 as a reduction of permanent equity in connection with the Public Warrants, Public Rights, Private Shares and Private Rights. The Company immediately expensed $4,926 of offering costs in connection with the Private Warrants that were classified as liabilities. Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 470”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Share of Common Stock Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Period ​ ​ from January 15, 2021 ​ ​ (Inception) Through ​ December 31, 2021 Basic and diluted net loss per share: ​ Numerator: ​ Net loss ​ $ (1,902,644) Denominator: ​ Basic and diluted weighted average shares outstanding ​ 15,189,291 Basic and diluted net loss per share of common stock ​ $ (0.13) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurements (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company completed its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of common stock, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to receive one-twentieth of one three On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $30,000,000.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 Private Units at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth three-fourths The proceeds from the Private Units was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Rights and Private Warrants. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor, generating gross proceeds of $825,000.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 9, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share of common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Units and underlying securities and assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On August 6, 2021, the underwriters’ exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture. The Sponsor and the other holders of the Founder Shares (the “initial stockholders”) have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an initial Business Combination, or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On July 22, 2021, the Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Directors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Directors was determined to be $787,500 as of July 22, 2021. As such, the Company recognized compensation expense of $786,848 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021. On September 17, 2021, the Sponsor sold 25,000 of its Founder Shares to an additional independent director (the “Additional Director”) for consideration of approximately $0.004 per. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Additional Director was determined to be $141,250 as of September 17, 2021. As such, the Company recognized compensation expense of $141,150 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021. On September 17, 2021, the Sponsor sold 75,000 of its Founder Shares to an independent consultant (the “Consultant”) for consideration of approximately $0.004 per. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Consultant was determined to be $423,750 as of September 17, 2021. As such, the Company recognized compensation expense of $423,450 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021. Promissory Notes - Related Party On February 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Initial Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021, and June 17, 2021, the Company issued additional unsecured promissory notes to the Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and payable on the earlier of (i) December 31, 2021, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes was repaid on August 6, 2021. On January 14, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Post-IPO Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during the month of June 2022. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination. On March 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to 355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022. No other terms were amended pursuant to this amendment and restatement. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. Under this agreement, $50,000 of expenses were incurred for the period from January 15, 2021 (inception) through December 31, 2021 and are included in operating and formation costs in the condensed statements of operations. As of December 31, 2021, $50,000 related to this agreement is recorded in accrued expenses - related party on the condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 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.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Agreement Pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering, the holders of the Founder Shares, the Private Units and any units that may be issued upon conversion of Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to certain registration rights. The holders of these securities are entitled to make up to two 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 an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement On July 28, 2021, in connection with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters named therein. Pursuant to the underwriting agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal Subject to certain conditions, the Company has granted Chardan Capital Markets, LLC, for a period of 18 months after the date of the consummation of its Business Combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Company’s Initial Public Offering. Chief Financial Officer Agreement On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company has agreed to pay Mr. Joshi $40,000. $20,000 expense was recognized in the Company’s Statement of Operations for the period from January 15, 2021 (inception) through December31, 2021 under this agreement. Management Consulting Agreement The Company has engaged Ontogeny Capital L T D (“Ontogeny”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for the Company. The Company paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the initial confidential filing of the Company’s registration statement. The Company paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option. In addition, upon the consummation of the Company’s initial Business Combination, the Company has agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services. Consulting Agreements On September 17, 2021, the Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which the Company engaged Mr. Cherian to provide financial advisory services to the Company for a period of 12 months. In consideration for his services, the Company agreed to pay Mr. Cherian a monthly consulting fee of $12,000 per month. Expense recognized in the Company’s Statement of Operations for the period from January 15, 2021 (inception) through December31, 2021 under this agreement was $48,000. On October 29, 2021, the Company entered into a letter of engagement and terms of business (the “Letter of Engagement”) with Sterling Media Ltd (“Sterling Media”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company commencing on October 29, 2021 and ending on June 30, 2022 (the “Term of Engagement Letter”). In consideration for the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of £20,000 during the Term of Engagement Letter in accordance with the terms of the Letter of Engagement. An additional mutually agreed financial fee may be awarded to Sterling Media for deals secured by Sterling Media that may result in clearly significant brand enhancement and/or potential future income for the Company. Expense recognized in the Company’s Statement of Operations for the period from January 15, 2021 (inception) through December31, 2021 under this agreement was $28,520. On October 29, 2021, the Company also entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021, and ending on October 28, 2022 (the “Term of Consulting Agreement”). In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at the request of the Company. Expense recognized in the Company’s Statement of Operations for the period from January 15, 2021 (inception) through December 31, 2021 under this agreement was $33,750. On January 12, 2022, the Company entered into a letter of engagement with Chardan Capital Markets, LLC (“Chardan”), pursuant to which the Company engaged Chardan to provide capital markets advisory services commencing from January 12, 2022 and ending on the close of a potential placement related to the Company’s initial business combination. In consideration for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of 5% of the aggregate sales price of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $25,000. On January 12, 2022, the Company also entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide merger and acquisition advisory services commencing from January 12, 2022 and ending on close of the Company’s initial business combination. In consideration for the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if the Company enters into a business combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%) of the aggregate value of the business combination; and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000. On March 18, 2022, the Company entered into an engagement letter with Ontogeny Capital relating to corporate advisory & management consultancy services for the purpose of raising capital in form of private investment in public equity (“PIPE”) financing. Ontogeny Capital will receive a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds and 5.5% of the gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The engagement letter also provides for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a PIPE are above $150 million.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
WARRANTS
WARRANTS	NOTE 7. WARRANTS As of December 31, 2021, there were 23,000,000 Public Warrants and 796,900 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act. No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are 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 shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period 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 common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of our common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors, including the price of the Company’s shares of common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by the board of directors), (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 an initial Business Combination, and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. The Private Units are identical to the Units sold in the Initial Public Offering, except the Private Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company accounts for the 23,796,900 warrants issued in connection with the Initial Public Offering and exercise of the underwriters’ over-allotment option (including 23,000,000 Public Warrants and 796,900 Private Warrants) in accordance with the guidance contained in ASC 815-40. The Public Warrants qualify for equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private Warrant must be recorded as a liability at fair value. The accounting treatment for derivative financial instruments requires that the Company record the Private Warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering and subsequently at the end of each reporting period. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	12 Months Ended
	Dec. 31, 2021
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred stock outstanding Common stock outstanding Rights 1/20 1/20 The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount at Fair ​ ​ ​ ​ ​ ​ Description Value Level 1 Level 2 Level 3 December 31, 2021 ​ ​ ​ ​ Assets ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 230,006,777 ​ $ 230,006,777 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – ​ $ 262,977 ​ $ — ​ $ — ​ $ 262,977 ​ The Company utilizes a Black-Scholes method to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the Private Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides the significant inputs to the Black-Scholes method for the fair value of the Private Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of August 2, ​ ​ ​ ​ 2021 (Initial ​ As of December ​ ​ Measurement) ​ 31, 2021 Unit price ​ $ 10.00 ​ $ 10.00 ​ Common stock price ​ $ 9.44 ​ $ 9.82 ​ Dividend yield ​ — % — % Term to Business Combination (years) ​ 1.00 ​ 0.59 ​ Volatility ​ 16.0 % 8.3 % Risk-free rate ​ 0.88 % 1.31 % Fair value ​ $ 0.58 ​ $ 0.33 ​ ​ The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ Fair value as of January 15, 2021 (inception) ​ $ — Initial measurement as of August 2, 2021 ​ 414,352 Additional warrants issued in over-allotment ​ 47,850 Fair value as of August 2, 2021 ​ 462,202 Change in valuation inputs or other assumptions ​ (199,225) Fair value as of December 31, 2021 ​ $ 262,977 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from January 15, 2021 (inception) through December 31, 2021. The Company recognized a gain in the accompanying Statement of Operations of $199,225 related to change in fair value of warrant liability for the period from January 15, 2021 (inception) through December 31, 2021.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2021
INCOME TAX
INCOME TAX	NOTE 10. INCOME TAX ​ ​ ​ ​ ​ ​ For the year ended Deferred tax assets: ​ December 31, 2021 StartUp/Organization Costs ​ ​ 165,204 Net operating loss ​ 34,242 Total deferred tax assets ​ $ 199,446 Valuation allowance ​ (199,446) Deferred tax asset, net of allowance ​ $ — ​ The income tax benefit (provision) consists of the following: ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, 2021 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (152,304) State ​ (47,412) Valuation allowance ​ 199,446 Income tax provision ​ $ — ​ As of December 31, 2021, the Company has $124,516 of U.S. federal net operating loss carryovers, which do not expire, and $124,516 of the state net operating loss carryovers, that expire in 2041, are available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 15, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $199,446. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, 2021 Statutory federal income tax rate 21.0 % New Jersey statutory rate ​ 6.50 % Change in fair value of warrant liability 2.91 % Expensed offering costs (0.07) % Change in valuation allowance (10.60) % Stock Compensation ​ (19.74) % Income Taxes Provision (Benefit) 0.00 % ​ The effective tax rate differs from the federal and state statutory rate of 21% and 6.5% for the year ended December 31, 2021, due to the valuation allowance recorded on the Company's net operating losses, as well as the change in the fair value of warrant liability, stock compensation expenses, warrant issuance costs, and state income taxes net of federal benefit. The Company files income tax returns in the U.S. federal jurisdiction and New Jersey. The Company’s tax returns for the year ended December 31, 2021, remain open and subject to examination.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS On February 16, 2022, Gregory R. Silverman notified International Media Acquisition Corp. (the “Company”) that he is resigning from the Board of Directors (the “Board”) of the Company effective immediately. Prior to his resignation Mr. Silverman served on the Compensation Committee. Mr. Silverman’s resignation is in relation to time commitments with other business responsibilities and was not as a result of any disagreement with the Company or the Board. Also on February 16, 2022, the Board (i) reduced the size of the Board from eight directors to seven directors, and (ii) appointed Klaas P. Baks, a current member of the Board, to the Compensation Committee and the Audit Committee effective immediately. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statement.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. 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 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 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 December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 180 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. In accordance with the guidance contained in ASC 815, the Public Warrants qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Warrants (as defined in Note 4) was estimated using a Black-Scholes method (see Note 9).
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 23,000,000 Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity. 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. As of December 31, 2021, the redeemable common stock reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (12,466,000) Proceeds allocated to Public Rights ​ (7,337,000) Issuance costs allocated to common stock ​ (13,850,689) Plus: ​ Remeasurement of carrying value to redemption value ​ 33,653,689 Common stock subject to possible redemption ​ $ 230,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,242,385 as a result of the Initial Public Offering (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $2,592,385 of other offering costs). The Company recorded $13,850,689 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company recorded $1,386,770 as a reduction of permanent equity in connection with the Public Warrants, Public Rights, Private Shares and Private Rights. The Company immediately expensed $4,926 of offering costs in connection with the Private Warrants that were classified as liabilities.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 470”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Period ​ ​ from January 15, 2021 ​ ​ (Inception) Through ​ December 31, 2021 Basic and diluted net loss per share: ​ Numerator: ​ Net loss ​ $ (1,902,644) Denominator: ​ Basic and diluted weighted average shares outstanding ​ 15,189,291 Basic and diluted net loss per share of common stock ​ $ (0.13)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurements (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ For the Period ​ ​ from January 15, 2021 ​ ​ (Inception) Through ​ December 31, 2021 Basic and diluted net loss per share: ​ Numerator: ​ Net loss ​ $ (1,902,644) Denominator: ​ Basic and diluted weighted average shares outstanding ​ 15,189,291 Basic and diluted net loss per share of common stock ​ $ (0.13)
Schedule of redeemable common stock	​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (12,466,000) Proceeds allocated to Public Rights ​ (7,337,000) Issuance costs allocated to common stock ​ (13,850,689) Plus: ​ Remeasurement of carrying value to redemption value ​ 33,653,689 Common stock subject to possible redemption ​ $ 230,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of company's liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount at Fair ​ ​ ​ ​ ​ ​ Description Value Level 1 Level 2 Level 3 December 31, 2021 ​ ​ ​ ​ Assets ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 230,006,777 ​ $ 230,006,777 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – ​ $ 262,977 ​ $ — ​ $ — ​ $ 262,977
Summary of significant inputs to the Black-Scholes method for the fair value of the Private Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of August 2, ​ ​ ​ ​ 2021 (Initial ​ As of December ​ ​ Measurement) ​ 31, 2021 Unit price ​ $ 10.00 ​ $ 10.00 ​ Common stock price ​ $ 9.44 ​ $ 9.82 ​ Dividend yield ​ — % — % Term to Business Combination (years) ​ 1.00 ​ 0.59 ​ Volatility ​ 16.0 % 8.3 % Risk-free rate ​ 0.88 % 1.31 % Fair value ​ $ 0.58 ​ $ 0.33 ​
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ Fair value as of January 15, 2021 (inception) ​ $ — Initial measurement as of August 2, 2021 ​ 414,352 Additional warrants issued in over-allotment ​ 47,850 Fair value as of August 2, 2021 ​ 462,202 Change in valuation inputs or other assumptions ​ (199,225) Fair value as of December 31, 2021 ​ $ 262,977

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAX
Schedule of net deferred tax assets	​ ​ ​ ​ ​ ​ For the year ended Deferred tax assets: ​ December 31, 2021 StartUp/Organization Costs ​ ​ 165,204 Net operating loss ​ 34,242 Total deferred tax assets ​ $ 199,446 Valuation allowance ​ (199,446) Deferred tax asset, net of allowance ​ $ — ​
Income tax provision	The income tax benefit (provision) consists of the following: ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, 2021 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (152,304) State ​ (47,412) Valuation allowance ​ 199,446 Income tax provision ​ $ —
Schedule of reconciliation of the federal income tax rate to the effective tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, 2021 Statutory federal income tax rate 21.0 % New Jersey statutory rate ​ 6.50 % Change in fair value of warrant liability 2.91 % Expensed offering costs (0.07) % Change in valuation allowance (10.60) % Stock Compensation ​ (19.74) % Income Taxes Provision (Benefit) 0.00 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Aug. 06, 2021USD ($)$ / sharesshares	Aug. 02, 2021USD ($)$ / sharesshares	Jan. 15, 2021	Dec. 31, 2021USD ($)$ / sharesMshares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum			1	100
Payments for investment of cash in Trust Account				$ 230,000,000
Condition for future business combination threshold Net Tangible Assets				$ 5,000,001
Redemption limit percentage without prior consent				20
Months to complete acquisition | M				12
Maximum extended months to complete acquisition				18 months
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Threshold business days for redemption of public shares				10 days
Cash held outside the Trust Account				$ 224,707
Working capital surplus				$ 49,343
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares		20,000,000
Purchase price | $ / shares		$ 10		$ 10
Gross proceeds from issuance of initial public offering		$ 200,000,000
Payments for investment of cash in Trust Account				$ 230,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares				82,500
Purchase price | $ / shares				$ 10
Sale of Private Placement Warrants (in shares) | shares				714,400
Price of warrant | $ / shares				$ 10
Proceeds from sale of Private Placement Warrants				$ 7,144,000
Gross proceeds from issuance of units				$ 825,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares				1
Over allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	3,000,000
Purchase price | $ / shares	$ 10
Option to purchase additional units | shares	3,000,000
Gross proceeds from issuance of units	$ 30,000,000
Over allotment | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares				82,500
Purchase price | $ / shares				$ 10
Gross proceeds from issuance of units				$ 825,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Cash equivalents	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Anti-dilutive securities attributable to warrants (in shares) | shares	17,847,675
Assets held in the Trust Account maturities	180 days
Federal Depository Insurance Coverage	$ 250,000
Initial Public Offering
Offering costs	$ 15,242,385

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Subject to Possible Redemption (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Temporary equity, shares issued | shares	23,000,000
Gross proceeds	$ 230,000,000
Proceeds allocated to Public Warrants	(12,466,000)
Proceeds allocated to Public Rights	(7,337,000)
Issuance costs allocated to common stock	(13,850,689)
Remeasurement of carrying value to redemption value	33,653,689
Accretion of Public Shares to redemption value	33,653,689
Common stock subject to possible redemption	$ 230,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Temporary equity, shares issued | shares	23,000,000
Issuance costs allocated to common stock	$ 13,850,689

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Offering Costs (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Stock offering cost	$ (13,850,689)
Expensed offering costs	4,926
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Offering cost	15,242,385
underwriting fees	4,600,000
Deferred underwriting fees	8,050,000
Other offering costs	2,592,385
Stock offering cost	13,850,689
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Reduction In Permanent Equity	1,386,770
Expensed offering costs	$ 4,926

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income per common stock (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Numerator:
Net income | $	$ (1,882,406)
Denominator:
Weighted Average Number of Shares Outstanding, Basic	15,189,291
Weighted Average Number of Shares Outstanding, Diluted	15,189,291
Net loss per share, Basic | $ / shares	$ (0.12)
Net loss per share, Diluted | $ / shares	$ (0.12)
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,847,675
Common Stock
Numerator:
Net income | $	$ (1,902,644)
Denominator:
Weighted Average Number of Shares Outstanding, Basic	15,189,291
Weighted Average Number of Shares Outstanding, Diluted	15,189,291
Net loss per share, Basic | $ / shares	$ (0.13)
Net loss per share, Diluted | $ / shares	$ (0.13)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Aug. 06, 2021	Aug. 02, 2021	Dec. 31, 2021
Rights
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant			0.05
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		20,000,000
Purchase price		$ 10	$ 10
Proceeds from issuance initial public offering		$ 200,000,000
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		0.75
Exercise price of warrants		$ 11.50
Initial Public Offering | Rights
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of shares issuable per warrant		0.05
Over allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,000,000
Purchase price	$ 10
Option to Purchase Additional Units Given to Underwriters	3,000,000
Proceeds From Issuance of Units	$ 30,000,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Aug. 06, 2021	Dec. 31, 2021
Rights
Subsidiary, Sale of Stock [Line Items]
Right per share of common stock		0.05
Over allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,000,000
Purchase price	$ 10
Gross proceeds from issuance of units	$ 30,000,000
Over allotment | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued		82,500
Purchase price		$ 10
Gross proceeds from issuance of units		$ 825,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		714,400
Price of warrants		$ 10
Aggregate purchase price		$ 7,144,000
Right per share of common stock		1
Number of units issued		82,500
Purchase price		$ 10
Gross proceeds from issuance of units		$ 825,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		1
Right per share of common stock		0.75
Exercise price of warrant		$ 11.50
Private Placement | Rights
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		1
Right per share of common stock		0.05

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Sep. 17, 2021USD ($)$ / sharesshares	Jul. 22, 2021USD ($)item$ / sharesshares	Feb. 09, 2021USD ($)shares	Dec. 31, 2021USD ($)D$ / shares
Related Party Transaction [Line Items]
Aggregate purchase price				$ 25,000
Stock-based compensation expense				$ 1,351,448
Founder shares | Earlier of Six Months After Date of Consummation of Initial Business Combination And On Date of Closing Price
Related Party Transaction [Line Items]
Percentage of Shares Not To Transfer, Assign Or Sell				50.00%
Founder shares | Six Months After Date Of Consummation Of Initial Business Combination
Related Party Transaction [Line Items]
Percentage of Shares Not To Transfer, Assign Or Sell				50.00%
Founder shares | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price	$ 141,250		$ 25,000
Number of shares issued | shares			5,750,000
Shares subject to forfeiture | shares			750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
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				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Founder shares | Sponsor | Director
Related Party Transaction [Line Items]
Aggregate purchase price		$ 787,500
Aggregate number of shares sold | shares		150,000
Number of shares issued | shares		30,000
Purchase price, per unit | $ / shares		$ 0.004
Number of independent directors | item		5
Stock-based compensation expense				$ 786,848
Founder shares | Sponsor | Additional Director
Related Party Transaction [Line Items]
Number of shares issued | shares	25,000
Purchase price, per unit | $ / shares	$ 0.004
Stock-based compensation expense				141,150
Founder shares | Sponsor | Consultant
Related Party Transaction [Line Items]
Aggregate purchase price	$ 423,750
Aggregate number of shares sold | shares	75,000
Purchase price, per unit | $ / shares	$ 0.004
Stock-based compensation expense				$ 423,450

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022	Apr. 30, 2022	Mar. 31, 2022	Mar. 29, 2022	Feb. 28, 2022	Jan. 14, 2022	Feb. 01, 2021
Related Party Transaction [Line Items]
Expenses incurred	$ 20,000
Accrued expenses - related party	50,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Aggregate principal amount	200,000
Promissory Note with Related Party | Subsequent Event
Related Party Transaction [Line Items]
Aggregate principal amount					$ 750,000
Post Promissory Note With Related Party [Member] | Subsequent Event
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 500,000		$ 500,000
Aggregate principal amount, first installment				$ 300,000		$ 195,000
Aggregate principal amount, second installment		$ 200,000	$ 355,000
Aggregate principal amount, third installment		$ 200,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Expenses incurred	50,000
Accrued expenses - related party	50,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 10

COMMITMENTS (Details)

COMMITMENTS (Details)	Mar. 18, 2022USD ($)	Dec. 31, 2021USD ($)item$ / shares	Dec. 31, 2021GBP (£)
COMMITMENTS
Maximum number of demands for registration of securities | item		2
Underwriting cash discount per unit | $ / shares		$ 0.20
Underwriter cash discount		$ 4,600,000
Deferred underwriting commissions per unit | $ / shares		$ 0.35
Deferred underwriting fee payable		$ 8,050,000
Period granted for right of first refusal to act as book-running manager after the date of the consummation of its business combination		18 months	18 months
Percentage of the economics for future public and private equity and debt offerings		30.00%	30.00%
Payment to Mr. Joshi by company		$ 400,000
Agreed to pay Uncomplete Business Combination within the Combination Period		40,000
Expenses incurred		20,000
Payments upon signing engagement agreement		40,000
Payments upon initial confidential filing of registration statement		35,000
Payments upon consummation of initial Business Combination		1,650,000
Payments for certain management consulting and corporate advisory services		2,875,000
Reimbursement of out-of-pocket expenses		$ 25,000
Percentage of fee based on target introduced in business combination		0.50%	0.50%
First $100 million aggregate value of the target
COMMITMENTS
Percentage of fee based on aggregate value of business combination		3.00%	3.00%
Aggregate value of the target greater than $100 million but less than $200 million
COMMITMENTS
Percentage of fee based on aggregate value of business combination		2.00%	2.00%
Aggregate value of the target greater than $200 million but less than $300 million
COMMITMENTS
Percentage of fee based on aggregate value of business combination		1.00%	1.00%
Consulting Agreements
COMMITMENTS
Consulting expenses		$ 48,000
Letter of Engagement
COMMITMENTS
Consulting expenses		28,520
consulting agreement with Priyanka Agarwal
COMMITMENTS
Consulting expenses		$ 33,750
Letter of Engagement With Chardan Capital Markets, LLC
COMMITMENTS
Percentage of fee based on aggregate sales price of securities sold		5.00%	5.00%
Reimbursement of out-of-pocket expenses		$ 25,000
PIPE | Subsequent Event
COMMITMENTS
Gross Proceeds from investment	$ 75,000,000
PIPE | Contingent Fee Equal To 5% | Subsequent Event
COMMITMENTS
Gross Proceeds from investment	75,000,000
PIPE | Contingent Fee Equal To 5.5% | Subsequent Event
COMMITMENTS
Gross Proceeds from investment	150,000,000
PIPE | Additional Contingent Fee Equal To 0.5% | Subsequent Event
COMMITMENTS
Gross Proceeds from investment	$ 150,000,000
Jacob Cherian | Consulting Agreements
COMMITMENTS
Monthly consulting fee		12,000
Sterling Media | Consulting Agreements
COMMITMENTS
Monthly consulting fee | £			£ 20,000
Priyanka Agarwal | Consulting Agreements
COMMITMENTS
Monthly consulting fee		$ 11,250

WARRANTS (Details)

WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	23,796,900
Public Warrants
Warrants outstanding	23,000,000
Warrants exercisable term from the closing of the public offering	1 year
Public Warrants expiration term	5 years
Threshold period for filling registration statement within number of days of business combination	90 days
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants | $ / shares	$ 16.50
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption Period	30 days
Trading days for determining volume weighted average trading price	20 days
Share Price | $ / shares	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	165.00%
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	23,000,000
Public Warrants | Redemption of warrants when price per share of common stock below 9.50
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Private Warrants
Warrants outstanding	796,900
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	796,900

STOCKHOLDER'S EQUITY - Preferre

STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details)	Dec. 31, 2021$ / sharesshares
STOCKHOLDER'S EQUITY
Preferred shares, shares authorized	5,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

STOCKHOLDER'S EQUITY - Common S

STOCKHOLDER'S EQUITY - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
STOCKHOLDER'S EQUITY
Common shares, shares authorized (in shares)	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | $ / shares	1
Common shares including shares of common stock subject to possible redemption issued (in shares)	29,546,900
Common shares including shares of common stock subject to possible redemption outstanding (in shares)	29,546,900
Common shares, subject to possible redemption	23,000,000

STOCKHOLDER'S EQUITY - Rights (

STOCKHOLDER'S EQUITY - Rights (Details)	12 Months Ended
	Dec. 31, 2021shares
Class of Warrant or Right [Line Items]
Rights in multiples required to receive shares	20
Rights
Class of Warrant or Right [Line Items]
Right per share of common stock	0.05

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2021USD ($)
Assets:
Money Market investments	$ 230,006,777
Liabilities
Warrant liability - Private Warrants	262,977
Private Placement Warrants
Liabilities
Warrant liability - Private Warrants	262,977
Level 1
Assets:
Money Market investments	230,006,777
Level 3 | Private Placement Warrants
Liabilities
Warrant liability - Private Warrants	$ 262,977

FAIR VALUE MEASUREMENTS - Black

FAIR VALUE MEASUREMENTS - Black-Scholes method for the fair value of the Private Warrants (Details)	Dec. 31, 2021$ / shares	Aug. 02, 2021$ / shares
Unit price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10	10
Common stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.82	9.44
Term to Business Combination (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.59	1
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	8.3	16
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.31	0.88
Fair value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.33	0.58

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	Sep. 30, 2021	Aug. 02, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	$ 462,202
Initial measurement as of August 2, 2021		$ 414,352
Additional warrants issued in over-allotment		414,352
Change in valuation inputs or other assumptions	$ (199,225)
Fair value at the end		462,202	$ 262,977
Transfers in or out of Level 3			0
Change in fair value of warrant liability			(199,225)
Over allotment
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement as of August 2, 2021		47,850
Additional warrants issued in over-allotment		$ 47,850
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of warrant liability			$ 199,225

INCOME TAX - Net deferred tax a

INCOME TAX - Net deferred tax assets (Details)	Dec. 31, 2021USD ($)
Deferred tax assets:
StartUp/Organization Costs	$ 165,204
Net operating loss	34,242
Total deferred tax assets	199,446
Valuation allowance	$ (199,446)

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Deferred
Federal	$ (152,304)
State	(47,412)
Valuation allowance	$ 199,446

INCOME TAX - Operating loss car

INCOME TAX - Operating loss carryovers (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Operating loss carryovers
Change in the valuation allowance	$ 199,446
Federal
Operating loss carryovers
Operating loss carryovers	124,516
State
Operating loss carryovers
Operating loss carryovers	$ 124,516

INCOME TAXs - Schedule of recon

INCOME TAXs - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details)	12 Months Ended
	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Statutory Federal income tax rate	21.00%
Change in fair value of warrant liability	2.91
Expensed offering costs	(0.07)
Stock Compensation	(19.74%)
Change in valuation allowance	(10.60%)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	0.00%
New Jersey Division of Taxation
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	6.50%

INCOME TAX - Additional Informa

INCOME TAX - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	0.00%
Domestic Tax Authority
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
State and Local Jurisdiction
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	6.50%