SDCL EDGE Acquisition (SEDA) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40980
Entity Registrant Name	SDCL EDGE Acquisition Corporation
Entity Central Index Key	0001846975
Entity Tax Identification Number	98-1583135
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	60 East 42nd Street
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10165
City Area Code	212
Local Phone Number	488-5509
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	SEDA.U
Security Exchange Name	NYSE
Class Ordinary Shares Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SEDA
Security Exchange Name	NYSE
Redeemable Warrants Each Whole Warrant Exercisable For One Class Ordinary Share At Exercise Price Of 11. 50 [Member]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	SEDA.WS
Security Exchange Name	NYSE
Common Class A [Member]
Entity Common Stock, Shares Outstanding		19,995,246
Common Class B [Member]
Entity Common Stock, Shares Outstanding		4,998,811

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 858,071	$ 1,366,553
Prepaid insurance and other current assets	459,417	427,481
Total current assets	1,317,488	1,794,034
Prepaid insurance - noncurrent	136,101	343,952
Investments held in Trust Account	202,120,889	201,951,985
TOTAL ASSETS	203,574,478	204,089,971
Current liabilities:
Accounts payable	38,887	5,554
Accrued expenses	579,985	153,803
Accrued offering costs	1,289,149	1,289,149
Due to Sponsor	37,628	66,017
Total current liabilities	1,945,649	1,514,523
Warrant liabilities	3,989,201	9,498,099
Deferred underwriting fee payable	6,998,336	6,998,336
TOTAL LIABILITIES	12,933,186	18,010,958
Class A ordinary shares subject to possible redemption; 19,995,246 shares at redemption value of $10.10 per share	202,020,889	201,951,985
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	1,299,219
Accumulated deficit	(12,679,316)	(15,873,472)
Total Shareholders’ Deficit	(11,379,597)	(15,872,972)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	203,574,478	204,089,971
Class A Ordinary Shares [Member]
Shareholders’ Deficit
Ordinary shares
Class B Ordinary Shares [Member]
Shareholders’ Deficit
Ordinary shares	$ 500	$ 500

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Ordinary shares subject to possible redemption	19,995,246	19,995,246
Ordinary shares subject to possible redemption, share price	$ 10.10	$ 10.10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	4,998,811	4,998,811
Common stock, shares, outstanding	4,998,811	4,998,811

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Income Statement [Abstract]
Operating and formation costs	$ 1,168,259		$ 9,647	$ 2,414,740
Loss from operations	(1,168,259)		(9,647)	(2,414,740)
Other income:
Change in fair value of warrant liabilities	2,279,543			5,508,897
Gain on investments held in Trust Account	287,945			168,904
Net income (loss)	$ 1,399,229		$ (9,647)	$ 3,263,061
Basic and diluted weighted average shares outstanding, Class A Ordinary Shares	19,995,246			19,995,246
Basic and diluted net income per share, Class A Ordinary Shares	$ 0.06	$ 0	$ 0	$ 0.13
Basic and diluted weighted average shares outstanding, Class B Ordinary Shares	4,998,811	4,375,000	4,375,000	4,998,811
Basic and diluted net income (loss) per share, Class B Ordinary Shares	$ 0.06	$ 0	$ 0	$ 0.13

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 15, 2021
Beginning, balance shares at Feb. 15, 2021
Issuance of Class B ordinary shares to Sponsor	$ 503	24,497		25,000
Issuance of Class B ordinary shares to Sponsor, Shares	5,031,250
Net Income (loss)			(9,647)	(9,647)
Ending balance, value at Mar. 31, 2021	$ 503	24,497	(9,647)	15,353
Ending balance, shares at Mar. 31, 2021	5,031,250
Net Income (loss)
Ending balance, value at Jun. 30, 2021	$ 503	24,497	(9,647)	15,353
Ending balance, shares at Jun. 30, 2021	5,031,250
Beginning balance, value at Dec. 31, 2021	$ 500		(15,873,472)	(15,872,972)
Beginning, balance shares at Dec. 31, 2021	4,998,811
Share-based compensation		642,392		642,392
Net Income (loss)			1,863,831	1,863,831
Ending balance, value at Mar. 31, 2022	$ 500	642,392	(14,009,641)	(13,366,749)
Ending balance, shares at Mar. 31, 2022	4,998,811
Share-based compensation		656,827		656,827
Remeasurement of Class A ordinary shares to redemption amount			(68,904)	(68,904)
Net Income (loss)			1,399,229	1,399,229
Ending balance, value at Jun. 30, 2022	$ 500	$ 1,299,219	$ (12,679,316)	$ (11,379,597)
Ending balance, shares at Jun. 30, 2022	4,998,811

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	5 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (9,647)	$ 3,263,061
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	8,522
Share-based compensation		1,299,219
Change in fair value of warrant liabilities		(5,508,897)
Gain on investments held in Trust Account		(168,904)
Changes in operating assets and liabilities:
Prepaid insurance and other current assets		175,914
Accounts payable		33,333
Accrued expenses		426,181
Due to Sponsor	1,125	(28,389)
Net cash used in operating activities		(508,482)
Cash Flows from Financing Activities:
Advance paid to related party	(35,024)
Proceeds from issuance of Promissory note to Sponsor	300,000
Payment of deferred offering costs	(162,141)
Net cash provided by financing activities	102,835
Net Change in Cash	102,835	(508,482)
Cash - Beginning of period		1,366,553
Cash - End of period	102,835	858,071
Non-cash investing and financing activities:
Remeasurement of Class A ordinary shares subject to redemption to redemption value		68,904
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	16,478
Deferred offering costs included in Due to Sponsor	18,802
Deferred offering costs included in accrued offering costs	$ 423,634

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN SDCL EDGE Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on February 16, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 June 30, 2022, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains (losses) on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. In addition, the Company will recognize non-operating income or loss on the change in fair value of the warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 10.00 175,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 1.00 8,250,000 The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,625,000 2,495,246 24,952,460 499,049 Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 748,574 1.00 748,574 Following the closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants, an amount of $ 201,951,985 10.10 In addition, the Sponsor agreed to forfeit up to 656,250 32,439 The Company will provide its public shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares 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 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial shareholders and A Anchor Investors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the Initial Public Offering. However, if the initial shareholders or Anchor Investors (as defined in Note 5) acquire additional Public Shares 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 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the redemption price per Unit ($ 10.10 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) $10.10 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 $ 10.10 Liquidity and Going Concern As of June 30, 2022, the Company had $858,071 in cash held outside of the Trust Account and a working capital deficit of $628,161. Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as 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 statements. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital does not exist to sustain operations through the next twelve months. Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or for at least one year from this filing. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 7, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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 no Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account are $ 202,120,889 At December 31, 2021 the Company held cash in the Trust Account of $ 201,951,985 Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of June 30, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $ 100,000 68,904 As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption as of December 31, 2021 201,951,985 Plus: Remeasurement of carrying value to redemption value 68,904 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 202,020,888 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share 18,996,197 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Six Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,119,384 $ 279,846 $ — $ — $ 2,610,449 $ 652,612 $ — $ (9,647 ) Denominator: Basic and diluted weighted average shares outstanding 19,995,246 4,998,811 — 4,375,000 19,995,246 4,998,811 — 4,375,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement 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. Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, Compensation–Stock Compensation 1,299,219 659,844 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 17,500,000 10.00 175,000,000 11.50 2,495,246 24,952,460 199,952,460

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and A Anchor Investors purchased an aggregate of 8,250,000 1.00 8,250,000 748,574 1.00 748,574 8,998,574 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 23, 2021, the Sponsor was issued 7,187,500 25,000 2,156,250 5,031,250 656,250 20% 32,439 The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 The A Anchor Investors purchased a total of 4,000,000 10.00 In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors). As the Anchor Investors purchased units during the Initial Public Offering, should they vote the shares included therein in favor of the initial Business Combination, no votes from other public shareholders would be required to approve the initial Business Combination. The Anchor Investors may have different interests with respect to a vote on an initial Business Combination than other public shareholders due to their ownership interests in the Company. Pursuant to such units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Further, the Anchor Investors are not required to (i) hold any units, Class A ordinary shares or warrants they purchased in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public shareholders. Each Anchor Investor has entered into separate investment agreements with the Company and the Sponsor. The A Anchor Investors purchased 503,125 1,006,250 2,500 5,000 181,125 362,250 900 1,800 201,250 603,750 1,000 3,000 201,250 402,500 1,000 2,000 2,374,750 11,800 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, the Company repurchased and cancelled 32,439 3,244 6,488 1,168 2,336 1,298 3,894 1,298 2,596 17,125 15,314 2,359,436 The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $ 18,969,890 8.04 11,725 0.005 Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. Administrative Support Agreement On October 28, 2021, the Company entered into an agreement to pay an affiliate of the Sponsor a total of $ 20,000 60,000 120,000 no Investment Advisory Agreement On October 28, 2021, the Company and the Sponsor entered into an agreement with Sustainable Development Capital LLP (the “Advisor”), a London-based investment firm and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other services to affect the Company’s initial Business Combination. In consideration of the services performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844 20,000 659,844 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s sponsor or an affiliate of the sponsor or certain of the officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $ 1,500,000 1.00

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 2,625,000 2,495,246 10.00 24,952,460 The underwriters received a cash underwriting discount of $ 0.20 3,999,049 0.35 6,998,336

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2022
Guarantees and Product Warranties [Abstract]
WARRANTS	NOTE 7. WARRANTS A warrant holder may exercise their warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the warrant holder purchases at least two units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of thirty (30) days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $ 0.10 ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 10.00 ● if the closing price of the Company’s Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. The private placement warrants are identical to the warrants sold as part of the units in the Initial Public Offering except that, so long as they are held by the Sponsor, the A Anchor Investors, or their permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 18,996,197 9,997,623 8,998,574 The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. 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.

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 19,995,246 19,995,246 Class B ordinary shares 50,000,000 0.0001 4,998,811 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. The Class B ordinary shares and will automatically convert into the Company’s Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20%

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value warrant liability Description Amount at Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 202,120,889 $ 202,120,889 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,099,501 $ 2,099,501 $ — $ — Warrant liability – Private Placement Warrants 1,889,701 — — 1,889,701 $ 3,989,201 $ 2,099,501 $ — $ 1,889,701 December 31, 2021 Liabilities Warrant liability – Public Warrants $ 4,998,812 $ 4,998,812 $ — $ — Warrant liability – Private Placement Warrants 4,499,287 — — 4,499,287 $ 9,498,099 $ 4,998,812 $ — $ 4,499,287 The measurement of the Public Warrants as of June 30, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker SEDA.WS. The quoted price of the Public Warrants was $ 0.21 0.50 The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo Simulation 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 ordinary shares 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 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. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table provides the significant inputs to the Monte Carlo simulation model for the fair value of the Private Placement Warrants: Schedule of fair value of the private placement warrants As of As of Stock price $ 9.75 $ 9.74 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.84 6.34 Volatility 1.7 % 8.3 % Risk-free rate 2.98 % 1.37 % Fair value $ 0.21 $ 0.50 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Schedule of fair value financial instruments Fair value as of December 31, 2021 - private placement warrants $ 4,499,287 Change in fair value (1,529,757 ) Fair value as of March 31, 2022 - private placement warrants 2,969,530 Change in fair value (1,079,829 ) Fair value as of June 30, 2022 - private placement warrants $ 1,889,701 The Company recognized gains in connection with changes in the fair value of the Public Warrants and Private Placement Warrants of $ 2,279,544 5,508,897

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 7, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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 no
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account are $ 202,120,889 At December 31, 2021 the Company held cash in the Trust Account of $ 201,951,985
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of June 30, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $ 100,000 68,904 As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption as of December 31, 2021 201,951,985 Plus: Remeasurement of carrying value to redemption value 68,904 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 202,020,888
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share 18,996,197 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Six Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,119,384 $ 279,846 $ — $ — $ 2,610,449 $ 652,612 $ — $ (9,647 ) Denominator: Basic and diluted weighted average shares outstanding 19,995,246 4,998,811 — 4,375,000 19,995,246 4,998,811 — 4,375,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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
Concentration of Credit Risk	Concentration of Credit Risk
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement 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.
Share-Based Compensation	Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, Compensation–Stock Compensation 1,299,219 659,844
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of redemption of Class A ordinary shares	Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Remeasurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption as of December 31, 2021 201,951,985 Plus: Remeasurement of carrying value to redemption value 68,904 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 202,020,888
Schedule of basic and diluted net income per ordinary share	Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Six Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,119,384 $ 279,846 $ — $ — $ 2,610,449 $ 652,612 $ — $ (9,647 ) Denominator: Basic and diluted weighted average shares outstanding 19,995,246 4,998,811 — 4,375,000 19,995,246 4,998,811 — 4,375,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.00 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value warrant liability	Schedule of fair value warrant liability Description Amount at Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 202,120,889 $ 202,120,889 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,099,501 $ 2,099,501 $ — $ — Warrant liability – Private Placement Warrants 1,889,701 — — 1,889,701 $ 3,989,201 $ 2,099,501 $ — $ 1,889,701 December 31, 2021 Liabilities Warrant liability – Public Warrants $ 4,998,812 $ 4,998,812 $ — $ — Warrant liability – Private Placement Warrants 4,499,287 — — 4,499,287 $ 9,498,099 $ 4,998,812 $ — $ 4,499,287
Schedule of fair value of the private placement warrants	Schedule of fair value of the private placement warrants As of As of Stock price $ 9.75 $ 9.74 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.84 6.34 Volatility 1.7 % 8.3 % Risk-free rate 2.98 % 1.37 % Fair value $ 0.21 $ 0.50
Schedule of fair value financial instruments	Schedule of fair value financial instruments Fair value as of December 31, 2021 - private placement warrants $ 4,499,287 Change in fair value (1,529,757 ) Fair value as of March 31, 2022 - private placement warrants 2,969,530 Change in fair value (1,079,829 ) Fair value as of June 30, 2022 - private placement warrants $ 1,889,701

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 1
Deferred underwriting fees		$ 499,049
Forfeited shares			656,250
Founder shares forfeited			32,439
Net tangible assets			$ 5,000,001
Dissolution expenses			$ 100,000
Redemption per share			$ 10.10
Reduction per share			$ 10.10
A Anchor Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement		$ 748,574
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	17,500,000
Sale of units per share	$ 10	$ 10.10
Sale of units in aggragate amount	$ 175,000,000
Proceeds from Issuance or Sale of Equity		$ 201,951,985
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	8,250,000
Sale of units per share	$ 1
Proceeds from private placement	$ 8,250,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	2,625,000	2,495,246
Sale of units per share		$ 1
Sale of units in aggragate amount		$ 24,952,460
Over Allotment Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units		748,574

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds		$ 199,952,460
Proceeds allocated to Public Warrants		(9,797,808)
Issuance costs allocated to Class A ordinary shares		(29,576,119)
Remeasurement of carrying value to redemption value	$ 68,904	41,373,452
Class A ordinary shares subject to possible redemption	$ 202,020,888	$ 201,951,985

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Class A Ordinary Shares [Member]
Net income (loss)	$ 1,119,384			$ 2,610,449
Basic and diluted weighted average ordinary shares outstanding	19,995,246			19,995,246
Basic and diluted net income per ordinary share	$ 0.06			$ 0.13
Class B Ordinary Shares [Member]
Net income (loss)	$ 279,846		$ (9,647)	$ 652,612
Basic and diluted weighted average ordinary shares outstanding	4,998,811	4,375,000	4,375,000	4,998,811
Basic and diluted net income per ordinary share	$ 0.06	$ 0	$ 0	$ 0.13

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	5 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash equivalents		$ 0	$ 0
Cash in the Trust Account		202,120,889	201,951,985
Dissolution expenses		100,000
Remeasurement of carrying value to redemption value		68,904	41,373,452
Offering costs as a reduction of temporary equity		29,576,119
Unrecognized tax benefits		0	0
Accrued for interest and penalties		0	$ 0
Cash FDIC insured amount		250,000
Share-based compensation		$ 1,299,219
Founder Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Share-based compensation, shares		659,844
Public And Private Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs		$ 2,429,624
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Class A ordinary shares sold		19,995,246
Offering costs		32,005,743
Underwriting discount amount		3,999,049
Deferred underwriting fees		6,998,336
Investor offering costs		18,958,165
Other offering costs		2,050,193
Purchase of aggregate shares		$ 18,996,197

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		1 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 1
Warrants exercise price share			$ 0.21	$ 0.50
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price share	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	17,500,000
Sale of units per share	$ 10	$ 10.10
Sale of units in initial public offering	$ 175,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	2,625,000	2,495,246
Sale of units per share		$ 1
Sale of units in initial public offering		$ 24,952,460
Sale of units in initial public offering		$ 199,952,460

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		1 Months Ended
	Nov. 02, 2021	Nov. 16, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 1
Warrant Price			$ 0.21	$ 0.50
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 11.50
A Anchor Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement		$ 748,574
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	8,250,000
Sale of units per share	$ 1
Proceeds from private placement	$ 8,250,000
Warrant Price					$ 0.01
Private Placement Warrants [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price			$ 11.50
Over Allotment Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units		748,574
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement		$ 8,998,574

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended		5 Months Ended	6 Months Ended
	Jul. 14, 2021	Feb. 23, 2021	Oct. 28, 2022	Nov. 16, 2021	Oct. 28, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Nov. 02, 2021
Related Party Transaction [Line Items]
Converted basis percentage of common stock									20%
Founder shares forfeited									32,439
Price per share				$ 1
Office space			$ 20,000
Administrative expenses						$ 60,000	$ 0	$ 0	$ 120,000
Payment to founder shares					659,844
Advisory fee					$ 20,000
Compensation expense granted shares					659,844
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 0.21			$ 0.21	$ 0.50
A Anchor Investors [Member]
Related Party Transaction [Line Items]
Number of shares purchased									4,000,000
Share price						10			$ 10
Anchor Investors [Member]
Related Party Transaction [Line Items]
Anchor investors, description									In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors).
Common Class A [Member]
Related Party Transaction [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights											$ 11.50
Sponsor [Member]
Related Party Transaction [Line Items]
Founder shares forfeited				17,125
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		7,187,500
Aggregate of shares value		$ 25,000
Founder [Member]
Related Party Transaction [Line Items]
Repurchase of shares	2,156,250
Aggregate of shares	5,031,250
Converted basis percentage of common stock									20%
Founder shares forfeited				32,439					2,359,436
Share price						0.005			$ 0.005
Aggregate of shares value									$ 11,725
Founder [Member] | Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									1,006,250
Aggregate of shares value									$ 5,000
Founder shares forfeited				6,488					15,314
Share price						8.04			$ 8.04
Aggregate of shares value									$ 18,969,890
Founder [Member] | First Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									503,125
Aggregate of shares value									$ 2,500
Founder shares forfeited				3,244
Founder [Member] | Second Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									503,125
Aggregate of shares value									$ 2,500
Founder shares forfeited				3,244
Founder [Member] | 3.6% B First Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									181,125
Aggregate of shares value									$ 900
Founder shares forfeited				1,168
Founder [Member] | 3.6% B Second Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									181,125
Aggregate of shares value									$ 900
Founder shares forfeited				1,168
Founder [Member] | 3.6% B Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									362,250
Aggregate of shares value									$ 1,800
Founder shares forfeited				2,336
Founder [Member] | 4.0% B First Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									201,250
Aggregate of shares value									$ 1,000
Founder shares forfeited				1,298
Founder [Member] | 4.0% B Second Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									201,250
Aggregate of shares value									$ 1,000
Founder shares forfeited				1,298
Founder [Member] | 4.0% B Third Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									201,250
Aggregate of shares value									$ 1,000
Founder shares forfeited				1,298
Founder [Member] | 4.0% B Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									603,750
Aggregate of shares value									$ 3,000
Founder shares forfeited				3,894
Founder [Member] | 4.0% B Fourth Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									201,250
Aggregate of shares value									$ 1,000
Founder shares forfeited				1,298
Founder [Member] | 4.0% B Fifth Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									201,250
Aggregate of shares value									$ 1,000
Founder shares forfeited				1,298
Founder [Member] | 4.0% B Anchor Investor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									402,500
Aggregate of shares value									$ 11,800
Founder shares forfeited				2,596
Founder [Member] | 4.0% B Anchor Investors [Member]
Related Party Transaction [Line Items]
Aggregate of shares value									$ 2,000
Founder [Member] | All Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues									2,374,750
Founder [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Aggregate of shares	656,250
Founder [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Price per share						12			$ 12
Investor offering costs
Related Party Transaction [Line Items]
Debt converted to warrants									1,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 1			$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended
	Nov. 16, 2021	Jun. 30, 2022
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriter cash discount per unit	$ 0.20
Payment of underwriting commissions	$ 3,999,049
Deferred fee	$ 0.35
Deferred underwriting fee	$ 6,998,336
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional shares	2,495,246	2,625,000
Offering price per share	$ 10
Proceeds from shares	$ 24,952,460

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Warrant Price	$ 0.21	$ 0.50
Warrants, description	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders.
Redemption per share	$ 10.10
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price	0.10
Redemption per share	$ 10
Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination, description	Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Price			$ 0.01
IPO [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	9,997,623
IPO [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	18,996,197
IPO [Member] | Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued	8,998,574

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Voting rights on shareholders, description	Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law.
Converted basis percentage of common stock	20%
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, outstanding	19,995,246	19,995,246
Common stock, shares issued	19,995,246	19,995,246
Class A ordinary shares possible redemption	$ 19,995,246	$ 19,995,246
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, outstanding	4,998,811	4,998,811
Common stock, shares issued	4,998,811	4,998,811

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 3,989,201	$ 9,498,099
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	2,099,501	4,998,812
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	1,889,701	4,499,287
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	2,099,501	4,998,812
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	2,099,501	4,998,812
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	1,889,701	4,499,287
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	1,889,701	$ 4,499,287
Money Market Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	202,120,889
Money Market Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	202,120,889
Money Market Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Money Market Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1) - Private Placement Warrants [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Stock price	$ 9.75	$ 9.74
Exercise price	$ 11.50	$ 11.50
Dividend yield
Expected term	5 years 10 months 2 days	6 years 4 months 2 days
Volatility	1.70%	8.30%
Risk-free rate	2.98%	1.37%
Fair value	$ 0.21	$ 0.50

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details 2) - Private Placement Warrants [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Fair value, beginning	$ 2,969,530	$ 4,499,287
Change in fair value	(1,079,829)	(1,529,757)
Fair value, ending	$ 1,889,701	$ 2,969,530

FAIR VALUE MEASUREMENTS (Deta_4

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Warrant Price	$ 0.21	$ 0.21	$ 0.50
Change in fair value of warrant liabilities	$ 2,279,544	$ 5,508,897