Sanaby Health Acquisition Corp. I (SANB) 10-K 27 Sep 22 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2022	Sep. 27, 2022	Dec. 31, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40909
Entity Registrant Name	SANABY HEALTH ACQUISITION CORP. I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3158278
Entity Address, Address Line One	2625 Middlefield Road
Entity Address, City or Town	Palo Alto
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	415
Local Phone Number	580-1810
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 174,915,000
Entity Central Index Key	0001856689
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	SANBU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
Trading Symbol	SANB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,250,000
Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units
Trading Symbol	SANBW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,175,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2022	Jun. 30, 2021
CURRENT ASSETS
Cash	$ 252,431	$ 311,173
Prepaid expenses and other assets	263,064
Deferred Offering costs		88,553
Total current assets	515,495	399,726
OTHER ASSETS
Prepaid expenses -non current	67,466
Investments held in Trust Account	175,342,150
TOTAL ASSETS	175,925,111	399,726
CURRENT LIABILITIES
Accounts payable and accrued expenses	612,672	11,091
Accrued Offering costs		2,500
Franchise Tax Payable	102,693
Due to Affiliates	48,006	72,915
Note payable - related party		300,000
Income tax payable	32,475
Total current liabilities	795,846	386,506
LONG TERM LIABILITIES
Derivative warrant liabilities	1,229,525
Deferred underwriting fee payable	6,487,500
Total liabilities	8,512,871	386,506
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Class A common stock subject to possible redemption, $0.0001 par value, 17,250,000 shares at redemption value of $10.15 per share.	175,087,500
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital		24,482
Accumulated deficit	(7,675,778)	(11,780)
Total stockholders' equity (deficit)	(7,675,260)	13,220
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)	175,925,111	399,726
Class B Common Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock	$ 518	$ 518

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Jun. 30, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares outstanding	17,250,000
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary equity, shares outstanding	17,250,000	17,250,000
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	5,175,000	5,175,000
Common shares, shares outstanding	5,175,000	5,175,000
Common stock subject to redemption
Temporary equity, shares outstanding	17,250,000	17,250,000
Temporary Equity, Redemption Price Per Share	$ 10.15	$ 10.15
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
OPERATING EXPENSES
General and administrative	$ 11,780	$ 1,194,186
Franchise tax		102,693
Total expenses	11,780	1,296,879
OTHER INCOME (EXPENSE)
Interest income, primarily on investments held in Trust Account		257,338
Change in fair value of warrants		5,496,700
Offering costs related to warrant issuance		(50,688)
Total other income		5,703,350
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(11,780)	4,406,471
Income tax expense		(32,475)
NET INCOME (LOSS)	$ (11,780)	$ 4,373,996
Class A Common Stock
OTHER INCOME (EXPENSE)
Weighted average shares outstanding ,Basic		12,051,370
Weighted average shares outstanding , Diluted	0	12,051,370
Net income per share, basic		$ 0.25
Net income per share, diluted	$ 0	$ 0.25
Class B Common Stock
OTHER INCOME (EXPENSE)
Weighted average shares outstanding ,Basic	5,175,000	5,175,000
Weighted average shares outstanding , Diluted	5,175,000	5,175,000
Net income per share, basic	$ 0	$ 0.25
Net income per share, diluted	$ 0	$ 0.25

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at the beginning at Apr. 07, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Apr. 07, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(11,780)	(11,780)
Issuance of Class B common stock to Sponsor		$ 518	24,482		25,000
Issuance of Class B common stock to Sponsors (in shares)		5,175,000
Balance at the end at Jun. 30, 2021	$ 0	$ 518	24,482	(11,780)	13,220
Balance at the end (in shares) at Jun. 30, 2021	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				4,373,996	4,373,996
Proceeds from Initial Public Offering Costs allocated to Public Warrants			7,676,250	0	7,676,250
Excess cash received over the fair value of the private warrants			506,275	0	506,275
Remeasurement for Class A Common Stock to redemption value			$ (8,207,007)	(12,037,994)	(20,245,001)
Balance at the end at Jun. 30, 2022		$ 518		$ (7,675,778)	$ (7,675,260)
Balance at the end (in shares) at Jun. 30, 2022		5,175,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ (11,780)	$ 4,373,996
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on investments held in Trust Account		(257,293)
Change in fair value of warrants		(5,496,700)
General and administrative expenses paid by sponsor	2,915
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(330,530)
Note payable - related party		(24,909)
Accounts payable and accrued expenses	8,591	601,581
Franchise Tax Payable		102,693
Income tax payable		32,475
Net cash used in operating activities	(274)	(998,687)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		(175,087,500)
Cash withdrawal from Trust Account		2,643
Net cash used in investing activities		(175,084,857)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters' discount		170,310,000
Proceeds from private placement		7,232,500
Payment of note payable - related party		(300,000)
Payment of deferred offering costs	(53,553)	(1,265,886)
Payment of offering costs related to warrant issuance		50,688
Payment of offering costs payable		(2,500)
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable - related party	300,000
Proceeds from due to affiliates	40,000
Net cash provided by financing activities	311,447	176,024,802
NET CHANGE IN CASH	311,173	(58,742)
CASH, BEGINNING OF PERIOD		311,173
CASH, END OF PERIOD	311,173	252,431
Supplemental disclosure of noncash activities:
Initial classification of warrant liability		6,726,225
Initial value of Class A common stock subject to possible redemption		175,087,500
Deferred underwriting commissions payable charged to additional paid in capital		6,487,500
Remeasurement for Class A Common Stock to redemption value		$ 20,245,001
Deferred offering costs paid by Sponsor under promissory note	30,000
Deferred offering costs included in accrued offering costs	2,500
Deferred offering costs included in accounts payable	$ 2,000

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	12 Months Ended
	Jun. 30, 2022
Description of Organization, Business Operations and Liquidity
Description of Organization, Business Operations and Liquidity	Note 1 — Description of Organization, Business Operations and Liquidity Sanaby Health Acquisition Corp. I (the “Company,” “we,” “our” or “us”) was incorporated in Delaware on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry, sector or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search on a diverse array of healthcare-related industries. 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 April 8, 2021 (inception) through June 30, 2022 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO and any change in the fair value of the warrant liabilities. The Registration Statement on Form S-1 (Registration No. 333-259728), as amended (the “Registration Statement”), for the Company’s IPO was declared effective on October 14, 2021. On October 19, 2021, the Company consummated the IPO of 15,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed in Note 3. The Company has selected June 30 as its fiscal year end. Subsequent to the closing of the IPO, the Company consummated the sale of 7,232,500 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement transaction to the Company’s sponsor, Sanaby Health Sponsor I LLC (the “Sponsor”), generating gross proceeds of $7,232,500, as which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 2,250,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Over-Allotment Units”), generating additional gross proceeds of $22,500,000 and incurring additional offering costs of $1,237,500 in underwriting fees, all of which is deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the underwriter’s over-allotment option, the Company consummated the sale of an additional 337,500 Private Placement Warrants at $1.00 per Private Placement Warrant, in a private placement to the Sponsor, generating gross proceeds of $337,500. Offering costs for the IPO amounted to $10,031,939, consisting of $2,190,000 (which is net of $810,000 reimbursed to the Company to pay for an additional advisor) of underwriting fees, $6,487,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,354,439 of other costs. As described in Note 6, the $6,487,500 of deferred underwriting fees payable are contingent upon the consummation of a Business Combination by the earliest of October 19, 2022, 12 months from the closing of the IPO (which is extendable at the Sponsor’s option to up to 18 months from the closing of the IPO, with two three-month extensions as described in the Registration Statement), subject to the terms of the underwriting agreement. Following the closing of the IPO, $175,087,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO, Over-Allotment Units, and the Private Placement Warrants, was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares of common stock voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities 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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 3) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A Common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the 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, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by the earliest of October 19, 2022, 12 months from the closing of the IPO (which is extendable at the Sponsor’s option to up to 18 months from the closing of the IPO, with two three-month extensions as described in the Registration Statement) (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 Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15 per share held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO 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 waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had $252,431 in its operating bank accounts, $175,342,150 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and working capital deficit of $280,351, although $612,672 of our accounts payable and accrued expenses are due to our professional services vendors at the time of the consummation of a Business Combination. As of June 30, 2022, $257,338 is received towards Interest income, primarily on investments held in Trust Account, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until of October 19, 2022 (without possible extensions) to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 19, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded there is no direct impact of COVID; however, given the impact COVID has had on potential target companies, that may impact our ability to identify a suitable target and close our business combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying 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. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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. 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 June 30, 2022 and June 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $10,031,939 (including $2,190,000 (which is net of $810,000 reimbursed to the Company to pay for an additional advisor) of underwriting fees, $6,487,500 of deferred underwriting fees and $1,354,439 of other offering costs in connection with the IPO). Of this amount, $9,981,251 was charged to stockholders’ equity upon the completion of the IPO and $50,688 was expensed due to allocating certain offering costs to the warrant liability. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022, 17,250,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022, the Class A common stock reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,676,250) Class A common stock issuance costs ​ (9,981,251) Plus: Remeasurement of carrying value to redemption value ​ 20,245,001 Class A common stock subject to possible redemption ​ $ 175,087,500 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and June 30, 2021, the Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 instruments are outstanding. As discussed in Note 7 and Note 8, the Company concluded that the Public Warrants (see Note 3) qualify for equity accounting treatment and Private Placement Warrants (see Note 4) are accounted for as liabilities. As such, the Private Placement Warrants are recorded at their fair value on the date of issuance, and each balance sheet date thereafter. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) 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. There were no unrecognized tax benefits as of June 30, 2022 and June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts have been accrued for the payment of interest and penalties for the year ended June 30, 2022 or June 30, 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 (see Note 10). Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 15,857,500 shares of Common Stock at $11.50 per share were issued on October 19, 2021. At June 30, 2022, no warrants have been exercised. The 15,857,500 shares of potential Common Stock which may be issued pursuant to the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended June 30, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss income per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended , ​ For the period Apr 08, 2021, ​ ​ June 30, 2022 ​ (inception) to June 30, 2021 Basic and diluted net income per share: Class A Stock Class B Stock Class A Stock Class B Stock Numerator: ​ ​ ​ ​ Allocation of net income, including remeasurement of temporary equity ​ $ 3,059,997 ​ $ 1,313,999 ​ $ — ​ $ (11,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 12,051,370 ​ 5,175,000 ​ — ​ 5,175,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00) ​ Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company on July 1, 2024 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. 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
	Jun. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 17,250,000 units (including 2,250,000 Overallotment Units as part of the underwriters’ election to exercise their over-allotment option in full) at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common stock, and one

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Jun. 30, 2022
Private Placement Warrants
Private Placement Warrants	Note 4 — Private Placement Warrants On October 19, 2021, simultaneously with the consummation of the IPO and sale of the Over-Allotment Units, the Company consummated the issuance and sale of 7,232,500 Private Placement Warrants in a private placement transaction at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,232,500. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On April 8, 2021, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. In July 2021, the Company effectuated a recapitalization of the Company which included a 1.2-for-1 stock split resulting in an aggregate of 5,175,000 Class B Founder Shares outstanding. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Initial Stockholders agreed to forfeit up to 675,000 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until: the earlier to occur of (A) one year after the completion of our initial Business Combination and (B) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial Business Combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the Registration Statement under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants.” Any permitted transferees will be subject to the same restrictions and other agreements of our Initial Stockholders with respect to any Founder Shares. Such transfer restrictions are referred throughout these financial statements as the lock-up. Notwithstanding the foregoing, if (1) the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if the Company consummates a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Related Party Loans On April 8, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. As of June 30, 2021, the Company had borrowed $300,000 under the Note and the Note was fully repaid and cancelled on October 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At June 30, 2022 and June 30, 2021, there were no Working Capital Loans outstanding. Due to Affiliates As of June 30, 2022 and June 30, 2021, a member of the Sponsor is owed $48,006 and $72,915, respectively, for offering and other formation costs incurred on behalf of the Company. The amount at June 30, 2022 will be repaid as soon as practical from the operating account. Support Services The Company intends to pay our Sponsor a fee of approximately $10,000 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. We began incurring these fees on October 19, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation. For the year ended June 30, 2022 the Company incurred $90,000 in fees for these services.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies.	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement signed on the date of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 19, 2021, the underwriters exercised their over-allotment option in full and purchased 2,250,000 units at $10.00 per unit less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $3,000,000 in the aggregate at the closing of the IPO, of which $810,000 was reimbursed to the Company to pay for an additional advisor and expenses. Additionally, the underwriters have agreed to defer the $0.20 cash discount associated with the exercise of the over-allotment option ($450,000) until the Business Combination. In addition, the underwriters are entitled to a deferred underwriting commission of $0.35 per unit, or $6,487,500 (which amount includes $787,500 related to the underwriters’ exercise of their over-allotment option and $450,000 noted above for the deferment of the current underwriting fee due) from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company engaged J.V.B. Financial Group, LLC, through its Cohen & Company Capital Markets division (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services by CCM in connection with the IPO, for which it will receive customary advisory fees. CCM will represent our interests only, is independent of the underwriters and is not a party to any securities purchase agreement with us, the underwriters, or investors in relation to the IPO. CCM is not participating (within the meaning of FINRA Rule 5110(j)(16)) in the IPO; it is acting as an independent financial adviser (within the meaning of FINRA Rule 5110(j)(9)), and as such it is not involved in the preparation of the offering document, it is not acting as an underwriter in connection with the IPO, it will not identify or solicit potential investors in the IPO or otherwise be involved in the distribution of the IPO. CCM’s fee will be $900,000 (whether or not the underwriters’ over-allotment option is exercised in full) payable upon the closing of the IPO. $1,575,000 (or $1,946,250 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be paid to CCM at the closing of the business combination. The deferred fee will only be paid to CCM if the company completes a business combination. CCM’s fee will be offset from the underwriting fee and will not result in any incremental fee to the company.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	12 Months Ended
	Jun. 30, 2022
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	Note 7 — Stockholders’ Equity (Deficit) Common stock Class A Common stock authorized par shares issued and outstanding Class B Common stock authorized par shares Common outstanding The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 23.1% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock authorized par shares issued outstanding Redeemable Warrants

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Jun. 30, 2022
Warrant Liabilities.
Warrant Liabilities	Note 8—Warrant The Company accounts for the 7,232,500 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Private Placement Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Warrant must be recorded as a liability. Accordingly, the Company will classify each Private Placement Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Private Placement Warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part. ● At a price of $0.01 per warrant. ● upon a minimum of 30 days ’ prior written notice of redemption, which the Company refers to as the “ 30-day redemption period” in the Registration Statement: and if, and only if, the last reported sale price (the “closing price”) of our Class A common stock equals or exceeds $18.00 per share of common stock (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to the Class A common stock is available throughout the 30- day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor, or its permitted transferees. The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. Any redemption of the warrants for Class A common stock will apply to both the Public Warrants and the Private Placement Warrants. No fractional Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section in the Registration Statement entitled “Description of Securities—Warrants—Public Stockholders’’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of Common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. ​

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to  minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At June 30, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs ​ ​ Level ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ Money Market fund-U.S. Treasury Securities 1 ​ $ 175,342,150 — — Warrant Liability – Private Placement Warrants 3 ​ $ — — 1,229,525 ​ The Company has determined that the Private Placement Warrants issued in connection with its IPO in October 2021 are subject to treatment as a liability. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. 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 pricing model are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical “blank check” industry volatility that matches the expected remaining life of the Private Placement Warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield curve on the grant date for a maturity similar to the expected remaining life of the Private Placement Warrants. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. 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 in which the change in valuation technique or methodology occurs. The following table provides quantitative information regarding Level 3 fair value measurements at October 19, 2021 (Initial Measurement) and June 30, 2022 (Subsequent Measurement). The valuation of the warrants has decreased due to an increase in the interest rate environment, a more difficult market for de-SPAC transactions, and an increased weighting on the Company’s Public Warrants in our volatility assumption. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 October 19, 2021 Stock Price ​ $ 10.04 ​ $ 9.77 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.3 ​ 5.75 ​ Probability of Acquisition ​ 50.00 % 100.00 % Volatility ​ 2.4 % 13.7 % Risk Free Rate ​ 2.97 % 1.27 % Dividend Yield ​ 0 ​ 0 ​ ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ Private Placement ​ ​ Warrants Fair value as of October 19, 2021 (IPO) 6,726,225 Change in fair value (5,496,700) Fair value as of June 30, 2022 1,229,525 ​

Income Taxes

Income Taxes	12 Months Ended
	Jun. 30, 2022
Income Taxes
Income Taxes	Note 10 – Income Taxes ​ The total provision (benefit) for income taxes is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, Federal ​ 2022 ​ 2021 Current ​ $ 32,475 ​ $ — Deferred ​ (250,779) ​ (2,474) State and Local ​ ​ Current ​ — ​ — Deferred ​ — ​ — Change in valuation allowance ​ 250,779 ​ 2,474 Income tax provision ​ $ 32,475 ​ $ — ​ Deferred tax assets and liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2022 ​ 2021 Deferred tax assets ​ ​ ​ — Start-up costs ​ $ 253,253 ​ $ 2,474 Net operating loss ​ — ​ — Total deferred tax assets ​ 253,253 ​ 2,474 Deferred tax liabilities ​ — ​ — Valuation allowance for deferred tax assets ​ (253,253) ​ (2,474) Net deferred tax assets ​ $ — ​ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. At the year ended June 30, 2022, the change in valuation allowance was $250,779 and net operating loss was $0. At the year ended June 30, 2021, the change in valuation allowance was $2,474. ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2021 Statutory federal income tax rate ​ 21.0 % 21.0 % State taxes, net of federal tax benefit ​ ​ ​ ​ ​ Change in fair value of warrants ​ (26.2) % ​ ​ Warrant issuance costs ​ 0.2 % ​ ​ Valuation allowance for deferred tax assets 5.7 % (21.0) % Income tax provision 0.7 % — % ​ Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due to change in fair value of warrants and offering cost related to warrant issuances and the valuation allowance on deferred tax assets.

Subsequent Events

Subsequent Events	12 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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)	12 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying 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.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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. 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 June 30, 2022 and June 30, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $10,031,939 (including $2,190,000 (which is net of $810,000 reimbursed to the Company to pay for an additional advisor) of underwriting fees, $6,487,500 of deferred underwriting fees and $1,354,439 of other offering costs in connection with the IPO). Of this amount, $9,981,251 was charged to stockholders’ equity upon the completion of the IPO and $50,688 was expensed due to allocating certain offering costs to the warrant liability.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022, 17,250,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022, the Class A common stock reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,676,250) Class A common stock issuance costs ​ (9,981,251) Plus: Remeasurement of carrying value to redemption value ​ 20,245,001 Class A common stock subject to possible redemption ​ $ 175,087,500
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and June 30, 2021, the Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 instruments are outstanding. As discussed in Note 7 and Note 8, the Company concluded that the Public Warrants (see Note 3) qualify for equity accounting treatment and Private Placement Warrants (see Note 4) are accounted for as liabilities. As such, the Private Placement Warrants are recorded at their fair value on the date of issuance, and each balance sheet date thereafter.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) 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. There were no unrecognized tax benefits as of June 30, 2022 and June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts have been accrued for the payment of interest and penalties for the year ended June 30, 2022 or June 30, 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 (see Note 10).
Net Income per Common Stock	Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 15,857,500 shares of Common Stock at $11.50 per share were issued on October 19, 2021. At June 30, 2022, no warrants have been exercised. The 15,857,500 shares of potential Common Stock which may be issued pursuant to the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended June 30, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss income per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended , ​ For the period Apr 08, 2021, ​ ​ June 30, 2022 ​ (inception) to June 30, 2021 Basic and diluted net income per share: Class A Stock Class B Stock Class A Stock Class B Stock Numerator: ​ ​ ​ ​ Allocation of net income, including remeasurement of temporary equity ​ $ 3,059,997 ​ $ 1,313,999 ​ $ — ​ $ (11,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 12,051,370 ​ 5,175,000 ​ — ​ 5,175,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company on July 1, 2024 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. 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
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of reconciliation of Class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,676,250) Class A common stock issuance costs ​ (9,981,251) Plus: Remeasurement of carrying value to redemption value ​ 20,245,001 Class A common stock subject to possible redemption ​ $ 175,087,500
Schedule of reconciliation of basic and diluted net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended , ​ For the period Apr 08, 2021, ​ ​ June 30, 2022 ​ (inception) to June 30, 2021 Basic and diluted net income per share: Class A Stock Class B Stock Class A Stock Class B Stock Numerator: ​ ​ ​ ​ Allocation of net income, including remeasurement of temporary equity ​ $ 3,059,997 ​ $ 1,313,999 ​ $ — ​ $ (11,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 12,051,370 ​ 5,175,000 ​ — ​ 5,175,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs ​ ​ Level ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ Money Market fund-U.S. Treasury Securities 1 ​ $ 175,342,150 — — Warrant Liability – Private Placement Warrants 3 ​ $ — — 1,229,525
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 October 19, 2021 Stock Price ​ $ 10.04 ​ $ 9.77 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.3 ​ 5.75 ​ Probability of Acquisition ​ 50.00 % 100.00 % Volatility ​ 2.4 % 13.7 % Risk Free Rate ​ 2.97 % 1.27 % Dividend Yield ​ 0 ​ 0 ​
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ Private Placement ​ ​ Warrants Fair value as of October 19, 2021 (IPO) 6,726,225 Change in fair value (5,496,700) Fair value as of June 30, 2022 1,229,525

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Jun. 30, 2022
Income Taxes
Schedule of components of income tax provision (benefit)	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, Federal ​ 2022 ​ 2021 Current ​ $ 32,475 ​ $ — Deferred ​ (250,779) ​ (2,474) State and Local ​ ​ Current ​ — ​ — Deferred ​ — ​ — Change in valuation allowance ​ 250,779 ​ 2,474 Income tax provision ​ $ 32,475 ​ $ —
Summary of significant components of the Company's deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2022 ​ 2021 Deferred tax assets ​ ​ ​ — Start-up costs ​ $ 253,253 ​ $ 2,474 Net operating loss ​ — ​ — Total deferred tax assets ​ 253,253 ​ 2,474 Deferred tax liabilities ​ — ​ — Valuation allowance for deferred tax assets ​ (253,253) ​ (2,474) Net deferred tax assets ​ $ — ​ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2021 Statutory federal income tax rate ​ 21.0 % 21.0 % State taxes, net of federal tax benefit ​ ​ ​ ​ ​ Change in fair value of warrants ​ (26.2) % ​ ​ Warrant issuance costs ​ 0.2 % ​ ​ Valuation allowance for deferred tax assets 5.7 % (21.0) % Income tax provision 0.7 % — %

Description of Organization, _2

Description of Organization, Business Operations and Liquidity (Details)		3 Months Ended	12 Months Ended
	Oct. 19, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance Initial Public Offering			$ (7,676,250)
Offering cost		$ 53,553	1,265,886
Working Capital			$ (280,351)
Additional Offering Costs	$ 1,237,500
Proceeds from Related Party Debt		300,000
Investments Maximum Maturity Term			180 days
Payments for investment of cash in Trust Account			$ 175,087,500
Minimum net tangible assets upon consummation of business combination.			$ 5,000,001
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Amount in operating bank accounts		311,173	252,431
Securities Held In Trust Account			175,342,150
Accounts payable and accrued expenses		$ 11,091	612,672
Interest income			$ 257,338
Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance Initial Public Offering	$ 337,500
Number of warrants to purchase common stock | shares			7,232,500
Price of warrant | $ / shares	$ 1
Additional units sold of shares | shares	337,500
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10
Initial Public Offerings
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	15,000,000
Proceeds from Issuance Initial Public Offering	$ 150,000,000
Purchase price, per unit | $ / shares	$ 10
Share Price | $ / shares	$ 10.15
Transaction Costs	$ 10,031,939
Offering cost	2,190,000
Underwriting fees	810,000
Deferred underwriting fee payable	6,487,500
Other offering costs	1,354,439
Payments for investment of cash in Trust Account	$ 175,087,500
Initial Public Offerings | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	17,250,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares	$ 1
Private Placement | Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase common stock | shares	7,232,500
Price of warrant | $ / shares	$ 1
Gross proceeds from sale of units	$ 7,232,500
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	2,250,000
Proceeds from Issuance Initial Public Offering	$ 22,500,000
Purchase price, per unit | $ / shares	$ 10
Transaction Costs	$ 10,031,939
Offering cost	2,190,000
Underwriting fees	810,000
Deferred underwriting fee payable	6,487,500
Other offering costs	$ 1,354,439
Additional units sold of shares | shares	2,250,000
Over-allotment option | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	2,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended	12 Months Ended
	Oct. 19, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Apr. 30, 2021
Cash equivalents		$ 0	$ 0	$ 0	$ 0
Amount charged to stockholders' equity upon the completion of the IPO			9,981,251
Offering costs to the warrant liability			50,688
Federal Depository Insurance Coverage			250,000
Unrecognized tax benefits		0	0	0	0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0	$ 0	$ 0
Statutory tax rate (as a percent)			21%	21%
Anti-dilutive securities attributable to warrants (in shares)			15,857,500
Offering cost		$ 53,553	$ 1,265,886
Initial Public Offerings
Underwriting fees charged on the over-allotment exercise	$ 810,000
Transaction Costs	10,031,939
Offering cost	2,190,000
Underwriting fees	810,000
Deferred underwriting fee payable	6,487,500
Other offering costs	1,354,439
Over-allotment option
Underwriting fees charged on the over-allotment exercise	810,000
Transaction Costs	10,031,939
Offering cost	2,190,000
Underwriting fees	810,000
Deferred underwriting fee payable	6,487,500
Other offering costs	$ 1,354,439

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Class A common stock subject to possible redemption (Details)	12 Months Ended
	Jun. 30, 2022 USD ($) shares
Summary of Significant Accounting Policies
Gross proceeds	$ 172,500,000
Proceeds allocated to Public Warrants	(7,676,250)
Class A common stock issuance costs	(9,981,251)
Plus: Remeasurement of carrying value to redemption value	20,245,001
Class A common stock subject to possible redemption	$ 175,087,500
Class A common stock subject to possible redemption | shares	17,250,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of basic and diluted net loss per share (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Oct. 19, 2021
Denominator:
Potential common stock for outstanding warrants to purchase stock were excluded from diluted earnings per share		15,857,500
Public Warrants And Private Placement Warrants
Denominator:
Number of warrants to purchase common stock			15,857,500
Exercise price of warrant			$ 11.50
Class A Common Stock
Numerator:
Allocation of net income, including remeasurement of temporary equity		$ 3,059,997
Denominator:
Weighted average shares outstanding ,Basic		12,051,370
Weighted average shares outstanding , Diluted	0	12,051,370
Net income per share, basic		$ 0.25
Net income per share, diluted	$ 0	$ 0.25
Class B Common Stock
Numerator:
Allocation of net income, including remeasurement of temporary equity	$ (11,780)	$ 1,313,999
Denominator:
Weighted average shares outstanding ,Basic	5,175,000	5,175,000
Weighted average shares outstanding , Diluted	5,175,000	5,175,000
Net income per share, basic	$ 0	$ 0.25
Net income per share, diluted	$ 0	$ 0.25

Initial Public Offering (Detail

Initial Public Offering (Details)	Oct. 19, 2021 $ / shares shares
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Initial Public Offerings
Subsidiary, Sale of Stock [Line Items]
Number of units sold	15,000,000
Purchase price, per unit | $ / shares	$ 10
Initial Public Offerings | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold	17,250,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,250,000
Purchase price, per unit | $ / shares	$ 10
Over-allotment option | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,250,000

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)		12 Months Ended
	Oct. 19, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement		$ 7,232,500
Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		7,232,500
Price of warrants	$ 1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants	$ 1
Private Placement | Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	7,232,500
Price of warrants	$ 1
Proceeds from private placement	$ 7,232,500
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Class B Common Stock		1 Months Ended	12 Months Ended
	Apr. 08, 2021 USD ($) $ / shares shares	Jul. 31, 2021 shares	Jun. 30, 2022 D $ / shares shares	Jun. 30, 2021 $ / shares shares
Related Party Transaction [Line Items]
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding			5,175,000	5,175,000
Stock split conversion ratio		1.2
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued	4,312,500
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Aggregate purchase price | $	$ 25,000
Common Stock, Shares, Outstanding		5,175,000
Number of days granted to options to underwriters			45 days
Shares subject to forfeiture			675,000
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Apr. 30, 2021	Apr. 08, 2021
Related Party Transaction [Line Items]
Amount owed for deferred offering and other formation costs	$ 48,006	$ 72,915
Related Party Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note		300,000
Loan conversion agreement warrant	1,500,000
Working Capital Loans Amount	$ 0	$ 0	$ 0
Related Party Loans | Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1
Support Services
Related Party Transaction [Line Items]
Amount agreed to pay to sponsor under support services	$ 10,000
Expenses incurred and paid	$ 90,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Oct. 19, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Underwriting cash discount per unit		$ 0.20
Underwriter cash discount		$ 3,000,000
Additional advisor and expenses		$ 810,000
Deferred Underwriting Commission per Unit		$ 0.35
Deferred Underwriting Commission		$ 6,487,500
Consulting and advisory services fees paid to CCM		900,000
Amount payable to CCM		$ 1,575,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of days granted to options to underwriters		45 days
Number of units sold	2,250,000
Purchase price, per unit	$ 10
Additional Deferred Underwriting Cash Discount Per Unit		$ 0.20
Additional Deferred Underwriting Cash Discount		$ 450,000
Deferred Underwriting Commission		787,500
Amount payable to CCM		$ 1,946,250

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Common Stock (Details)	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Jun. 30, 2022 Vote $ / shares shares	Jun. 30, 2021 $ / shares shares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		17,250,000
Ratio to be applied to the stock in the conversion		1
Initial Business Combination Shares Issuable As Percent Of Outstanding Share		23.10%
Underwriter Option Period		45 days
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)		0	0
Common shares, shares outstanding (in shares)		0	0
Class A common stock subject to possible redemption, outstanding (in shares)		17,250,000	17,250,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		5,175,000	5,175,000
Common shares, shares outstanding (in shares)		5,175,000	5,175,000
Stock split conversion ratio	1.2
Common stock subject to redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		17,250,000	17,250,000

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) - Preferred Stock (Details) - $ / shares	Jun. 30, 2022	Jun. 30, 2021
Stockholders' Equity (Deficit)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Warrant Liabilities (Details)

Warrant Liabilities (Details)	12 Months Ended
	Jun. 30, 2022 D $ / shares shares
Class A Common Stock
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of public warrants	10 days
Threshold consecutive trading days for redemption of public warrants | D	10
Redemption period	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A Common Stock
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Private Placement Warrant
Class of Warrant or Right [Line Items]
Sale of Private Placement Warrants (in shares) | shares	7,232,500
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01

Fair Value Measurements - Compa

Fair Value Measurements - Company's assets and liabilities that are measured at fair value on a recurring basis (Details) - Recurring	Jun. 30, 2022 USD ($)
Level 1 | U.S. Treasury Securities
Assets, Fair Value Disclosure [Abstract]
Money Market fund-U.S. Treasury Securities	$ 175,342,150
Level 3 | Private Placement Warrant
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability - Private Placement Warrants	$ 1,229,525

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements (Details) - Level 3	Jun. 30, 2022	Oct. 19, 2021
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	10.04	9.77
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	5.3	5.75
Probability of Acquisition
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	50	100
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	2.4	13.7
Risk Free Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	2.97	1.27
Dividend Yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0	0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in the fair value of Level 3 warrant liabilities (Details)	8 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Level 3 | Private Placement Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of October 19, 2021 (IPO)	$ 6,726,225
Change in fair value	(5,496,700)
Fair value as of December 31, 2021	$ 1,229,525

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Expected term of the warrants until close of a Business Combination	6 months
Subsequent contractual term of warrants	5 years

Income Taxes - Income tax provi

Income Taxes - Income tax provision (benefit) (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Federal
Current	$ 32,475
Deferred	(250,779)	$ (2,474)
Change in valuation allowance	250,779	$ 2,474
Income tax provision	$ 32,475

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets and liabilities (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Deferred tax assets
Start-up costs	$ 253,253	$ 2,474
Net operating loss	0
Total deferred tax assets	253,253	2,474
Valuation allowance for deferred tax assets	(253,253)	$ (2,474)
Change in valuation allowance	$ 250,779

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of statutory federal income tax rate (Details)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Taxes
Statutory federal income tax rate	21%	21%
Change in fair value of warrants	(26.20%)
Warrant issuance costs	0.20%
Valuation allowance for deferred tax assets	5.70%	(21.00%)
Income tax provision	0.70%