Seaport Global Acquisition II (SGII) 10-K 1 Apr 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	6 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-41075
Entity Registrant Name	SEAPORT GLOBAL ACQUISITION II CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1326052
Entity Address, Address Line One	360 Madison Avenue, 20th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	616-7700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001869824
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Entity Public Float			$ 0
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, TX
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share ofClass A Common Stock and three-quarters of one Redeemable Warrant
Trading Symbol	SGIIU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value$0.0001 per share
Trading Symbol	SGII
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		14,375,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share ClassA Common Stock for $11.50per share
Trading Symbol	SGIIW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,593,750

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets
Cash	$ 954,598
Prepaid expense	574,037
Total current assets	1,528,635
Cash and securities held in Trust Account	145,913,226
Prepaid Expenses	61,297
Total assets	147,503,158
Current liabilities
Accounts payable and accrued expenses	5,303
Franchise tax payable	25,561
Total current liabilities	30,864
Warrant liability	7,428,979
Deferred underwriting fee payable	5,031,250
Total liabilities	12,491,093
Commitments and contingencies
Class A common stock subject to possible redemption; $0.0001 par value; 14,375,000 shares issued and outstanding at redemption value (at $10.15 per share)	145,906,254
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding (less shares subject to possible redemption)
Accumulated deficit	(10,894,548)
Total stockholders' deficit	(10,894,189)
Total Liabilities, Redeemable Shares and Stockholders' Deficit	147,503,158
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 359

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Temporary equity, par value, (per share) | $ / shares	$ 0.0001
Temporary equity, shares issued	14,375,000
Temporary equity, shares outstanding	14,375,000
Temporary equity, redemption price per share | $ / shares	$ 10.15
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	100,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	10,000,000
Common shares, shares issued	3,593,750
Common shares, shares outstanding	3,593,750

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	6 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and offering costs	$ 152,780
Franchise tax expense	25,561
Loss from operations	(178,341)
Other income (expense)
Interest Income from securities held in Trust Account	6,972
Warrant issuance costs	(378,462)
Change in fair value of warranty liability	4,517,137
Total other income	4,145,646
Net Income	3,967,305
Class A Common Stock
Other income (expense)
Allocation of net income as adjusted	$ 1,790,723
Basic and diluted net loss per share:
Basic weighted average number of shares outstanding | shares	3,128,238
Diluted weighted average number of shares outstanding | shares	3,128,238
Basic net loss per common share | $ / shares	$ 0.57
Diluted net loss per common share | $ / shares	$ 0.57
Class B Common Stock
Other income (expense)
Allocation of net income as adjusted	$ 2,176,582
Basic and diluted net loss per share:
Basic weighted average number of shares outstanding | shares	3,802,299
Diluted weighted average number of shares outstanding | shares	3,802,299
Basic net loss per common share | $ / shares	$ 0.57
Diluted net loss per common share | $ / shares	$ 0.57

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 6 months ended Dec. 31, 2021 - USD ($)	Class A Common Stock Subject to RedemptionCommon Stock	Class B Common StockCommon Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at the beginning at Jun. 20, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jun. 20, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor		$ 431	24,569		25,000
Issuance of common stock to Sponsor (in shares)		4,312,500
Forfeiture of Class B shares Amount		$ (72)	72
Forfeiture of Class B Shares		(718,750)
Sale of 14,375,000 Units	$ 145,906,254			2,685,046	$ 2,685,046
Sale of 14,375,000 Units (Shares)	14,375,000				14,375,000
Conversion of APIC to accumulated deficit			$ (24,641)	24,641
Other offering costs				(594,174)	$ (594,174)
Warrant Liability				(11,946,116)	(11,946,116)
Deferred underwriter discount				(5,031,250)	(5,031,250)
Net Income				3,967,305	3,967,305
Balance at the end at Dec. 31, 2021	$ 145,906,254	$ 359		$ (10,894,548)	$ (10,894,189)
Balance at the end (in shares) at Dec. 31, 2021	14,375,000	3,593,750

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	6 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net income	$ 3,967,305
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on securities held in Trust Account	(6,972)
Change in fair value of warranty liability	(4,517,137)
Transaction costs associated with Initial Public Offering	378,462
Changes in operating assets and liabilities:
Prepaid expenses	(635,334)
Accounts payable and accrued expenses	5,303
Franchise tax payable	25,561
Net cash used in operating activities	(782,812)
Cash flows from investing activities:
Investments held in Trust	(145,906,254)
Net cash used in investing activities	(145,906,254)
Cash flows from financing activities:
Proceeds from sale of Class B common stock to initial stockholders	25,000
Proceeds from sale of Units, net of offering costs	140,087,413
Proceeds from issuance of Private Placement Warrants	7,531,250
Net cash provided by financing activities	147,643,663
Net change in cash	954,598
Cash, beginning of the period	0
Cash, end of period	954,598
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting fee payable	5,031,250
Initial measurement of Class A common stock subject to possible redemption	145,906,254
Initial measurement of public and private warrants	$ 11,946,116

Organization and Business Opera

Organization and Business Operation	6 Months Ended
	Dec. 31, 2021
Organization and Business Operation
Organization and Business Operation	Note 1 — Organization and Business Operation Seaport Global Acquisition II Corp. (the “Company”) is a blank check company incorporated in Delaware on June 21, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period June 21, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 17, 2021. On November 19, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the overallotment option to purchase an additional 1,875,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,531,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Seaport Global SPAC II, LLC (the “Sponsor”) generating gross proceeds of $7,531,250, which is described in Note 4. Transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations. Following the closing of the Initial Public Offering on November 19, 2021 an amount of $145,906,250 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by February 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $948,598 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $948,598 outside of the Trust Account as of December 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The possibility exists that within the coming 12 months the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Accordingly, the Company may not be able to obtain additional financing if and when needed. 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 through one year and one day from the date of issuance of these financial statements. These conditions raise substantial doubt about our ability to continue as a going concern. 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 our 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 we be unable to complete a business combination, raises substantial doubt about the our ability to continue as a going concern. We have until February 19, 2023 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 February 19, 2023. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. We have concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with GAAP requires 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 statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The Company had $954,598 of cash as of December 31, 2021. Cash and Securities held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the period from June 21, 2021 (Inception) to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Derivative Financial Instruments Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant 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 warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On November 19, 2021, the Company recorded an accretion of $20,121,064. As of December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds of initial public offering $ 139,711,628 Less: ​ Proceeds allocated to public warrants ​ (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (8,174,948) Plus: ​ Re-measurement on Class A ordinary shares subject to possible redemption ​ 20,121,068 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ $ 145,906,254 ​ Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 7,531,250 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: ​ ​ ​ ​ ​ ​ For the ​ ​ period ​ ​ ended ​ ​ December 31, ​ 2021 Class A common stock subject to possible redemption ​ Numerator: Net income allocable to Class A common stock subject to possible redemption ​ Net income ​ $ 1,790,723 Net income attributable to Class A common stock subject to possible redemption ​ 1,790,723 Denominator: Weighted average redeemable Class A common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted redeemable Class A common stock ​ 3,128,238 Basic and diluted net income per share, redeemable Class A common share ​ $ 0.57 ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ Numerator: Net Income ​ Net income ​ $ 2,176,582 Non-Redeemable Net Income ​ $ 2,176,582 Denominator: Weighted average non-redeemable Class B common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock (1) ​ 3,802,299 Basic and diluted net income per non-redeemable Class B common share ​ $ 0.57 ​ (1) Calculated from date of issuance (June 21, 2021) through December 31, 2021 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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 other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	6 Months Ended
	Dec. 31, 2021
Public Offering
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, on November 19, 2021, the Company sold 14,375,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

Private Placement	6 Months Ended
	Dec. 31, 2021
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,531,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $7,531,250 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private 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 expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In June 2021, the Company issued an aggregate of 3,593,750 shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. Subsequently, in August 2021, our Sponsor forfeited an aggregate of 718,750 shares for no consideration, thereby resulting in 3,593,750 remaining Founder Shares, included an aggregate of up to 468,750 Founder Shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, 468,750 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note and Advances Related Party On June 21, 2021, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 21, 2022 or the completion of the Initial Public Offering. The outstanding balance under the Note was repaid on November 19, 2021. At December 31, 2021, there were no borrowings outstanding. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. 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. At December 31, 2021, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement, commencing on November 19, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company has paid an aggregate of $20,000.

Investment Held in Trust Accoun

Investment Held in Trust Account	6 Months Ended
	Dec. 31, 2021
Investment Held in Trust Account
Investment Held in Trust Account	Note 6 —Investment Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of $22 in Cash and Sweep Funds and $145,913,204 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on February 24, 2022. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding gains and fair value of held to maturity securities on December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ Fair Value ​ ​ Value as of ​ Gross ​ Gross ​ as of ​ ​ December 31, ​ Unrealized ​ Unrealized ​ December 31, ​ 2021 Gains Losses 2021 U.S. Money Market ​ $ 22 ​ $ — ​ $ — ​ $ 22 U.S. Treasury Securities ​ 145,906,232 ​ 6,972 ​ — ​ 145,913,204 ​ ​ $ 145,906,254 ​ $ 6,972 ​ $ — ​ $ 145,913,226 ​

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
	Dec. 31, 2021
Commitments & Contingencies
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration Rights Pursuant to a registration rights agreement entered into on November 17, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Dec. 31, 2021
Stockholders' Equity
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no shares of preferred stock issued or outstanding Class A Common Stock issued outstanding Class B Common Stock outstanding The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. 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 Initial Public Offering and related to the closing of a 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, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrant Liability

Warrant Liability	6 Months Ended
	Dec. 31, 2021
Warrant Liability
Warrant Liability	Note 9 – Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each 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 warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to such common shares. Notwithstanding the foregoing, if a registration statement covering the Class A common shares issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● if the closing price of the shares of Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of the 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. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares 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 on a cashless basis and will 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 Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public 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. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial 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 its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will 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.

Income Tax

Income Tax	6 Months Ended
	Dec. 31, 2021
Income Tax
Income Tax	Note 10 – Income Tax The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 Deferred tax asset ​ Organizational costs/Startup expenses ​ $ 32,084 Federal Net Operating loss ​ 3,904 Total deferred tax asset ​ 35,988 Valuation allowance ​ (35,988) Deferred tax asset, net of allowance ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 Federal ​ Current ​ $ — Deferred ​ (35,988) ​ ​ ​ ​ State ​ Current ​ — Deferred ​ — Change in valuation allowance ​ 35,988 Income tax provision ​ $ — ​ As of December 31, 2021, the Company had $18,859 of U.S. federal net operating loss carryovers available to offset future taxable income which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 21, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $35,988. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: ​ ​ ​ ​ ​ Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in warrant liability (23.9) % Warrant issuance costs ​ 2.0 % Change in valuation allowance 0.9 % Income tax provision — % ​ The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2021
Fair Value Measurements
Fair Value Measurements	Note 11 — Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 22 ​ $ 22 ​ $ — ​ $ — U.S. Treasury Securities held in Trust Account ​ 145,913,204 ​ 145,913,204 ​ — ​ — ​ ​ $ 145,913,226 ​ $ 145,913,226 ​ $ — ​ $ — ​ The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 19, ​ ​ ​ December 31, ​ Level ​ 2021 ​ Level 2021 Liabilities: ​ ​ ​ ​ ​ ​ Warrant Liability – Public Warrants 3 ​ $ 5,751,494 ​ 1 ​ $ 3,608,125 Warrants Liability – Private Placement Warrants 3 ​ ​ 6,194,622 ​ 3 ​ ​ 3,820,854 Total Warrant Liability ​ ​ ​ $ 11,946,116 ​ ​ ​ $ 7,428,979 ​ The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liability on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the statement of operations. ​ Initial Measurement The Company established the initial fair value for the Public Warrants and Private Placement Warrants on November 19, 2021, the date the Company consummated its Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A common stock and one-half Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: ​ ​ ​ ​ ​ ​ ​ ​ November 19, 2021 Input (Initial Measurement) ​ Risk-free interest rate ​ 1.33 % Expected term (years) ​ 5.93 ​ Expected volatility ​ 13.5 % Stock price ​ $ 9.6 ​ ​ As of November 19, 2021, the Public Warrants and Private Placement Warrants were determined to be $0.80 and $0.82 per warrant, respectively, for aggregate values of approximately $5.7 million and $6.2 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as December 31, 2021 is classified Level 3 due to the use of unobservable inputs. As of December 31, 2021, the Public Warrants and Private Placement Warrants were determined to be $0.502 and $0.507 per warrant for aggregate values of approximately $3.6 million and $3.8 million, respectively. The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities Fair value as of November 19, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on November 19, 2021 ​ 6,194,622 ​ 5,751,494 ​ 11,946,116 Change in valuation inputs or other assumptions ​ (2,373,768) ​ (2,143,369) ​ (4,517,137) Fair value as of December 31, 2021 ​ $ 3,820,854 ​ $ 3,608,125 ​ $ 7,428,979 ​ Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2021
Subsequent Events
Subsequent Events	Note 12 — 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 on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with GAAP requires 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 statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The Company had $954,598 of cash as of December 31, 2021.
Cash and Securities held in Trust Account	Cash and Securities held in Trust Account At December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the period from June 21, 2021 (Inception) to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Derivative Financial Instruments	Derivative Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant 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 warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On November 19, 2021, the Company recorded an accretion of $20,121,064. As of December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds of initial public offering $ 139,711,628 Less: ​ Proceeds allocated to public warrants ​ (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (8,174,948) Plus: ​ Re-measurement on Class A ordinary shares subject to possible redemption ​ 20,121,068 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ $ 145,906,254
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Transaction costs amounted to $8,553,410, consisting of $2,875,000 for the underwriting discount, $5,031,250 of deferred underwriting compensation fees, and $647,160 of other offering costs. Offering costs amounted to $8,553,410, of which $8,174,948 were charged to temporary equity upon the completion of the Initial Public Offering and $378,462 were expensed to the statement of operations.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 7,531,250 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: ​ ​ ​ ​ ​ ​ For the ​ ​ period ​ ​ ended ​ ​ December 31, ​ 2021 Class A common stock subject to possible redemption ​ Numerator: Net income allocable to Class A common stock subject to possible redemption ​ Net income ​ $ 1,790,723 Net income attributable to Class A common stock subject to possible redemption ​ 1,790,723 Denominator: Weighted average redeemable Class A common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted redeemable Class A common stock ​ 3,128,238 Basic and diluted net income per share, redeemable Class A common share ​ $ 0.57 ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ Numerator: Net Income ​ Net income ​ $ 2,176,582 Non-Redeemable Net Income ​ $ 2,176,582 Denominator: Weighted average non-redeemable Class B common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock (1) ​ 3,802,299 Basic and diluted net income per non-redeemable Class B common share ​ $ 0.57 ​ (1) Calculated from date of issuance (June 21, 2021) through December 31, 2021
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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 other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Summary of reconciliation of class A common stock subject to possible redemption	As of December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds of initial public offering $ 139,711,628 Less: ​ Proceeds allocated to public warrants ​ (5,751,494) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (8,174,948) Plus: ​ Re-measurement on Class A ordinary shares subject to possible redemption ​ 20,121,068 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ $ 145,906,254
Reconciliation of Net income per Common Share	Below is a reconciliation of net income per common share: ​ ​ ​ ​ ​ ​ For the ​ ​ period ​ ​ ended ​ ​ December 31, ​ 2021 Class A common stock subject to possible redemption ​ Numerator: Net income allocable to Class A common stock subject to possible redemption ​ Net income ​ $ 1,790,723 Net income attributable to Class A common stock subject to possible redemption ​ 1,790,723 Denominator: Weighted average redeemable Class A common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted redeemable Class A common stock ​ 3,128,238 Basic and diluted net income per share, redeemable Class A common share ​ $ 0.57 ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ Numerator: Net Income ​ Net income ​ $ 2,176,582 Non-Redeemable Net Income ​ $ 2,176,582 Denominator: Weighted average non-redeemable Class B common stock ​ ​ ​ Weighted average shares outstanding, basic and diluted non-redeemable Class B common stock (1) ​ 3,802,299 Basic and diluted net income per non-redeemable Class B common share ​ $ 0.57 ​ (1) Calculated from date of issuance (June 21, 2021) through December 31, 2021

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	6 Months Ended
	Dec. 31, 2021
Investment Held in Trust Account
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ Fair Value ​ ​ Value as of ​ Gross ​ Gross ​ as of ​ ​ December 31, ​ Unrealized ​ Unrealized ​ December 31, ​ 2021 Gains Losses 2021 U.S. Money Market ​ $ 22 ​ $ — ​ $ — ​ $ 22 U.S. Treasury Securities ​ 145,906,232 ​ 6,972 ​ — ​ 145,913,204 ​ ​ $ 145,906,254 ​ $ 6,972 ​ $ — ​ $ 145,913,226

Income Tax (Tables)

Income Tax (Tables)	6 Months Ended
	Dec. 31, 2021
Income Tax
Schedule of Income tax provision	​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 Federal ​ Current ​ $ — Deferred ​ (35,988) ​ ​ ​ ​ State ​ Current ​ — Deferred ​ — Change in valuation allowance ​ 35,988 Income tax provision ​ $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	​ ​ ​ ​ ​ Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in warrant liability (23.9) % Warrant issuance costs ​ 2.0 % Change in valuation allowance 0.9 % Income tax provision — %
Summary of significant components of the Company's deferred tax assets	​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 Deferred tax asset ​ Organizational costs/Startup expenses ​ $ 32,084 Federal Net Operating loss ​ 3,904 Total deferred tax asset ​ 35,988 Valuation allowance ​ (35,988) Deferred tax asset, net of allowance ​ $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 2021
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 22 ​ $ 22 ​ $ — ​ $ — U.S. Treasury Securities held in Trust Account ​ 145,913,204 ​ 145,913,204 ​ — ​ — ​ ​ $ 145,913,226 ​ $ 145,913,226 ​ $ — ​ $ — ​
Schedule of company's liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 19, ​ ​ ​ December 31, ​ Level ​ 2021 ​ Level 2021 Liabilities: ​ ​ ​ ​ ​ ​ Warrant Liability – Public Warrants 3 ​ $ 5,751,494 ​ 1 ​ $ 3,608,125 Warrants Liability – Private Placement Warrants 3 ​ ​ 6,194,622 ​ 3 ​ ​ 3,820,854 Total Warrant Liability ​ ​ ​ $ 11,946,116 ​ ​ ​ $ 7,428,979
Schedule of quantitative information regarding Level 3 fair value measurements	The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: ​ ​ ​ ​ ​ ​ ​ ​ November 19, 2021 Input (Initial Measurement) ​ Risk-free interest rate ​ 1.33 % Expected term (years) ​ 5.93 ​ Expected volatility ​ 13.5 % Stock price ​ $ 9.6 ​
Schedule of change in the fair value of the warrant liabilities	The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities Fair value as of November 19, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on November 19, 2021 ​ 6,194,622 ​ 5,751,494 ​ 11,946,116 Change in valuation inputs or other assumptions ​ (2,373,768) ​ (2,143,369) ​ (4,517,137) Fair value as of December 31, 2021 ​ $ 3,820,854 ​ $ 3,608,125 ​ $ 7,428,979

Organization and Business Ope_2

Organization and Business Operation (Details)	Nov. 19, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares
Organization and Business Operation
Condition for future business combination number of businesses minimum		1
Sale of 14,375,000 Units (Shares) | shares		14,375,000
Proceeds from sale of warrants		$ 7,531,250
Transaction costs		8,553,410
Underwriting discount		2,875,000
Deferred underwriting compensation fees		5,031,250
Other offering costs		647,160
Transaction costs associated with Initial Public Offering		$ 378,462
Net proceeds from Initial Public Offering and sale of Private Placement Warrants	$ 145,906,250
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Condition for future business combination threshold net tangible assets		$ 5,000,001
Redemption limit percentage without prior consent		20
Unit Price | $ / shares		$ 10.15
Redemption period upon closure		10 days
Maximum allowed dissolution expenses		$ 100,000
Cash held outside trust account		948,598
Issuance of common stock to Sponsor		25,000
Founder Shares
Organization and Business Operation
Issuance of common stock to Sponsor		$ 25,000
Private Placement Warrants
Organization and Business Operation
Price of warrant | $ / shares		$ 1
Maximum notes convertible into warrants, value		$ 1,500,000
Initial Public Offering
Organization and Business Operation
Sale of 14,375,000 Units (Shares) | shares	14,375,000
Proceeds from issuance initial public offering	$ 143,750,000
Temporary Equity Offering Costs		$ 8,174,948
Private Placement
Organization and Business Operation
Price of warrant | $ / shares		$ 1
Private Placement | Private Placement Warrants
Organization and Business Operation
Number of warrants issued | shares	7,531,250	7,531,250
Price of warrant | $ / shares	$ 1
Proceeds from sale of warrants	$ 7,531,250	$ 7,531,250
Over-allotment option
Organization and Business Operation
Sale of 14,375,000 Units (Shares) | shares	1,875,000
Purchase price, per unit | $ / shares	$ 10

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Nov. 19, 2021	Dec. 31, 2021
Cash equivalents		$ 0
Cash		954,598
Unrecognized tax benefits		0
Accrued for interest and penalties		0
Transaction costs		8,553,410
Underwriting discount		2,875,000
Deferred underwriting compensation fees		5,031,250
Other offering costs		647,160
Federal depository insurance coverage		250,000
Temporary Equity, Accretion to Redemption Value, Adjustment	$ 20,121,064
Retained Earnings (Accumulated Deficit)		(10,894,548)
Transaction costs associated with Initial Public Offering		378,462
Initial Public Offering
Temporary Equity Offering Costs		$ 8,174,948

Significant Accounting Polici_5

Significant Accounting Policies - Class A ordinary shares subject to possible redemption (Details) - USD ($)	Nov. 19, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Re-measurement on Class A ordinary shares subject to possible redemption	$ 20,121,064
Class A ordinary shares subject to possible redemption, December 31, 2021		$ 145,906,254
Class A common stock subject to possible redemption
Temporary Equity [Line Items]
Gross proceeds of initial public offering		139,711,628
Proceeds allocated to public warrants		(5,751,494)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(8,174,948)
Re-measurement on Class A ordinary shares subject to possible redemption		20,121,068
Class A ordinary shares subject to possible redemption, December 31, 2021		$ 145,906,254

Significant Accounting Polici_6

Significant Accounting Policies - Net Income Per Share of Common Stock (Details)	6 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Antidilutive securities excluded from computation of earnings per share	7,531,250
Class A Common Stock
Numerator: Net income allocable to Class A common stock subject to possible redemption
Net Income | $	$ 1,790,723
Basic weighted average number of shares outstanding	3,128,238
Diluted weighted average number of shares outstanding	3,128,238
Earnings Per Share, Basic | $ / shares	$ 0.57
Earnings Per Share, Diluted | $ / shares	$ 0.57
Redeemable Class A common stock
Numerator: Net income allocable to Class A common stock subject to possible redemption
Net Income | $	$ 1,790,723
Net income attributable to Class A common stock subject to possible redemption | $	$ 1,790,723
Basic weighted average number of shares outstanding	3,128,238
Diluted weighted average number of shares outstanding	3,128,238
Earnings Per Share, Basic | $ / shares	$ 0.57
Earnings Per Share, Diluted | $ / shares	$ 0.57
Class B Common Stock
Numerator: Net income allocable to Class A common stock subject to possible redemption
Net Income | $	$ 2,176,582
Basic weighted average number of shares outstanding	3,802,299
Diluted weighted average number of shares outstanding	3,802,299
Earnings Per Share, Basic | $ / shares	$ 0.57
Earnings Per Share, Diluted | $ / shares	$ 0.57
Non Redeemable Class B Common Stock
Numerator: Net income allocable to Class A common stock subject to possible redemption
Basic weighted average number of shares outstanding	3,802,299
Diluted weighted average number of shares outstanding	3,802,299
Earnings Per Share, Basic | $ / shares	$ 0.57
Earnings Per Share, Diluted | $ / shares	$ 0.57
Numerator: Net Income
Net income | $	$ 2,176,582
Non-Redeemable Net Income | $	$ 2,176,582

Public Offering (Details)

Public Offering (Details) - $ / shares	Nov. 19, 2021	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Number of units sold		14,375,000
Number of shares in a unit	1	1
Number of warrants in a unit	0.5	0.5
Number of shares issuable per warrant	1
Class A Common Stock
INITIAL PUBLIC OFFERING
Common shares, par value, (per share)		$ 0.0001
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	14,375,000
Exercise price of warrants	$ 11.50
Initial Public Offering | Public Warrants
INITIAL PUBLIC OFFERING
Purchase price, per unit	10
Common shares, par value, (per share)	$ 0.0001
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,875,000
Purchase price, per unit	$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Nov. 19, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of Private Placement Warrants		$ 7,531,250
Number of shares issuable per warrant	1
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants		1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant		11.50
Price of warrants		$ 1
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,531,250	7,531,250
Price of warrants	$ 1
Proceeds from issuance of Private Placement Warrants	$ 7,531,250	$ 7,531,250
Number of shares issuable per warrant		1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	1 Months Ended		6 Months Ended
	Aug. 31, 2021shares	Jun. 30, 2021USD ($)shares	Dec. 31, 2021USD ($)D$ / shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor | $			$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares			$ 0.0001
Founder Shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor | $			$ 25,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor | $		$ 25,000
Shares forfeited	718,750
Shares issued		3,593,750
Share dividend	3,593,750
Aggregate number of shares owned	468,750
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Shares no longer subject to forfeiture	468,750
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 ($)	Nov. 19, 2021	Dec. 31, 2021
Affiliated Entity
Related Party Transaction [Line Items]
Expenses incurred and paid		$ 20,000
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note		0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Outstanding balance of related party note		0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		1,500,000
Loan conversion agreement warrant		$ 400,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details)	Dec. 31, 2021USD ($)
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Assets held in Trust Account	$ 145,913,226
Carrying Value	145,906,254
Fair Value	145,913,226
Gross Unrealized Gains	6,972
U.S. Money Market
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Assets held in Trust Account	22
Carrying Value	22
Fair Value	22
U.S. Treasury Securities
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Assets held in Trust Account	145,913,204
Carrying Value	145,906,232
Fair Value	145,913,204
Gross Unrealized Gains	$ 6,972

Commitments & Contingencies (De

Commitments & Contingencies (Details)	Dec. 31, 2021USD ($)item$ / shares
Commitments & Contingencies
Maximum number of demands for registration of securities | item	3
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 5,031,250

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details)	Dec. 31, 2021$ / sharesshares
Stockholders' Equity
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	6 Months Ended
	Dec. 31, 2021Vote$ / sharesshares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	14,375,000
Class A common stock subject to possible redemption, outstanding (in shares)	14,375,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0
Common shares, shares outstanding (in shares)	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	3,593,750
Common shares, shares outstanding (in shares)	3,593,750
Ratio to be applied to the stock in the conversion	20

Warrant Liability (Details)

Warrant Liability (Details)	6 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares	Nov. 19, 2021$ / shares
Warrant Liability
Public Warrants exercisable term from the closing of the Business Combination	30 days
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination	60 days
Warrant term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Number of trading days on which fair market value of shares is reported | $	10
Shares issuable per warrant | shares	0.361
Share price	$ 9.20	$ 10.15
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold period for filling registration statement after business combination	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Threshold business days before sending notice of redemption to warrant holders	30 days

Income Tax - Deferred Tax (Deta

Income Tax - Deferred Tax (Details)	Dec. 31, 2021USD ($)
Income Tax
Operating Loss Carryforwards	$ 18,859
Deferred tax assets:
Organizational costs/Startup expenses	32,084
Federal Net Operating loss	3,904
Total deferred tax asset	35,988
Valuation allowance	$ (35,988)

Income Tax - Provisions (Detail

Income Tax - Provisions (Details)	6 Months Ended
	Dec. 31, 2021USD ($)
Federal
Deferred	$ (35,988)
Change in valuation allowance	$ 35,988

Income Tax - Effective tax rate

Income Tax - Effective tax rate (Details)	6 Months Ended
	Dec. 31, 2021USD ($)
Income Tax
Change in valuation allowance	$ 35,988
Statutory federal income tax rate	$ 21
State taxes, net of federal tax benefit	0.00%
Change in warrant liability	(23.90%)
Warrant issuance costs	2.00%
Change in valuation allowance	0.90%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Nov. 19, 2021	Dec. 31, 2021
Public Warrants exercisable term from the closing of the Business Combination		30 days
Warrant term		5 years
Share price	$ 10.15	$ 9.20
Percentage of gross proceeds on total equity proceeds		60.00%
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		20 days
Fair value as of December 31, 2021		$ 7,428,979
Initial measurement on November 19, 2021	$ 11,946,116
Public Warrants
Exercise price of warrants	$ 0.80	$ 0.502
Fair value as of December 31, 2021		$ 3,600,000
Initial measurement on November 19, 2021	$ 5,700,000
Private Warrants
Exercise price of warrants	$ 0.82	$ 0.507
Fair value as of December 31, 2021		$ 3,800,000
Initial measurement on November 19, 2021	$ 6,200,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of company's assets that are measured at fair value on a recurring basis (Detail) - Recurring	Dec. 31, 2021USD ($)
Assets:
Assets	$ 145,913,226
Level 1
Assets:
Assets	145,913,226
U.S. Treasury Securities
Assets:
Assets	145,913,204
U.S. Treasury Securities | Level 1
Assets:
Assets	145,913,204
U.S. Money Market
Assets:
Assets	22
U.S. Money Market | Level 1
Assets:
Assets	$ 22

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of company's liabilities that are measured at fair value on a recurring basis (Details) - Recurring - USD ($)	Dec. 31, 2021	Nov. 19, 2021
Liabilities:
Warrant Liability	$ 7,428,979	$ 11,946,116
Level 1 | Public Warrants
Liabilities:
Warrant Liability	3,608,125
Level 3 | Public Warrants
Liabilities:
Warrant Liability		5,751,494
Level 3 | Private Placement Warrants
Liabilities:
Warrant Liability	$ 3,820,854	$ 6,194,622

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	Nov. 19, 2021USD ($)shares	Dec. 31, 2021shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares in a unit | shares	1	1
Number of warrants in a unit | shares	0.5	0.5
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.6
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.93
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	13.5
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.33

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	Nov. 19, 2021	Dec. 31, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on November 19, 2021	$ 11,946,116
Fair value as of December 31, 2021		$ 7,428,979	$ 7,428,979
Change in valuation inputs or other assumptions		(4,517,137)	(4,517,137)
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on November 19, 2021	5,751,494
Fair value as of December 31, 2021		3,608,125	3,608,125
Change in valuation inputs or other assumptions		(2,143,369)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on November 19, 2021	$ 6,194,622
Fair value as of December 31, 2021		3,820,854	$ 3,820,854
Change in valuation inputs or other assumptions		$ (2,373,768)