0001410578-22-002450 | 10-Q | XBRL Viewer | Roth CH Acquisition IV Co

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40710
Entity Registrant Name	Roth CH Acquisition IV Co
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3583873
Entity Address, Address Line One	888 San Clemente Drive, Suite 400
Entity Address, City or Town	Newport Beach
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	720-5700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,836,500
Entity Central Index Key	0001855447
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	ROCG
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	ROCGW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	ROCGU
Security Exchange Name	NASDAQ

- Details

Name:	us-gaap_StatementClassOfStockAxis=rocg_WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember
Namespace Prefix:
Data Type:	na
Balance Type:
Period Type:

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 401,681	$ 802,606
Prepaid expenses	33,083	12,305
Prepaid insurance, short-term	176,312	176,312
Total Current Assets	611,076	991,223
Prepaid insurance, long-term	14,693	102,849
Marketable securities held in Trust Account	116,921,818	116,738,316
TOTAL ASSETS	117,547,587	117,832,388
Current liabilities:
Accounts payable and accrued expenses	112,744	244,793
Income taxes payable	4,372
Total Liabilities	117,116	244,793
Commitments
Common stock subject to possible redemption; $0.0001 par value; 11,500,000 shares at redemption value at June 30, 2022 and December 31, 2021	116,725,000	116,725,000
Stockholders' Equity
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021	334	334
Additional paid-in capital	1,267,993	1,267,993
Accumulated deficit	(562,856)	(405,732)
Total Stockholders' Equity	705,471	862,595
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 117,547,587	$ 117,832,388

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation and operating costs	$ 180,847	$ 90	$ 336,254	$ 190
Loss from operations	(180,847)	(90)	(336,254)	(190)
Other income:
Interest earned on marketable securities held in Trust Account	153,999		183,502
Unrealized loss on marketable securities held in Trust Account	(4,277)
Total other income, net	149,722		183,502
Loss before provision for income taxes	(31,125)	(90)	(152,752)	(190)
Provision for income taxes	(4,372)		(4,372)
Net loss	$ (35,497)	$ (90)	$ (157,124)	$ (190)
Common stock subject to redemption
Other income:
Weighted average shares outstanding, basic	11,500,000		11,500,000
Weighted average shares outstanding, diluted	11,500,000		11,500,000
Basic net loss per common share	$ 0.00		$ (0.01)
Diluted net loss per common share	$ 0.00		$ (0.01)
Common stock not subject to redemption
Other income:
Weighted average shares outstanding, basic	3,336,500	2,875,000	3,336,500	2,875,000
Weighted average shares outstanding, diluted	3,336,500	2,875,000	3,336,500	2,875,000
Basic net loss per common share	$ 0.00		$ (0.01)
Diluted net loss per common share	$ 0.00		$ (0.01)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 288	$ 24,712	$ (3,190)	$ 21,810
Balance at the beginning (in shares) at Dec. 31, 2020	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(100)	(100)
Balance at the end at Mar. 31, 2021	$ 288	24,712	(3,290)	21,710
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the beginning at Dec. 31, 2020	$ 288	24,712	(3,190)	21,810
Balance at the beginning (in shares) at Dec. 31, 2020	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(190)
Balance at the end at Jun. 30, 2021	$ 288	24,712	(3,380)	21,620
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Dec. 31, 2020	$ 288	24,712	(3,190)	21,810
Balance at the beginning (in shares) at Dec. 31, 2020	2,875,000
Balance at the end at Dec. 31, 2021	$ 334	1,267,993	(405,732)	862,595
Balance at the end (in shares) at Dec. 31, 2021	3,336,500
Balance at the beginning at Mar. 31, 2021	$ 288	24,712	(3,290)	21,710
Balance at the beginning (in shares) at Mar. 31, 2021	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(90)	(90)
Balance at the end at Jun. 30, 2021	$ 288	24,712	(3,380)	21,620
Balance at the end (in shares) at Jun. 30, 2021	2,875,000
Balance at the beginning at Dec. 31, 2021	$ 334	1,267,993	(405,732)	862,595
Balance at the beginning (in shares) at Dec. 31, 2021	3,336,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(121,627)	(121,627)
Balance at the end at Mar. 31, 2022	$ 334	1,267,993	(527,359)	740,968
Balance at the end (in shares) at Mar. 31, 2022	3,336,500
Balance at the beginning at Dec. 31, 2021	$ 334	1,267,993	(405,732)	862,595
Balance at the beginning (in shares) at Dec. 31, 2021	3,336,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(157,124)
Balance at the end at Jun. 30, 2022	$ 334	1,267,993	(562,856)	705,471
Balance at the end (in shares) at Jun. 30, 2022	3,336,500
Balance at the beginning at Mar. 31, 2022	$ 334	1,267,993	(527,359)	740,968
Balance at the beginning (in shares) at Mar. 31, 2022	3,336,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(35,497)	(35,497)
Balance at the end at Jun. 30, 2022	$ 334	$ 1,267,993	$ (562,856)	$ 705,471
Balance at the end (in shares) at Jun. 30, 2022	3,336,500

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss		$ (157,124)	$ (190)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (153,999)	(183,502)
Changes in operating assets and liabilities:
Prepaid expenses		(20,778)
Prepaid insurance, long- term		88,156
Income taxes payable		4,372
Accrued expenses		(132,049)	(450)
Net cash used in operating activities		(400,925)	(640)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party			200,000
Payment of offering costs			(73,801)
Net cash provided by financing activities			126,199
Net Change in Cash		(400,925)	125,559
Cash - Beginning of period		802,606	22,791
Cash - End of period	$ 401,681	$ 401,681	148,350
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs			$ 86,761

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

6 Months Ended

Jun. 30, 2022

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

Roth CH Acquisition IV Co. (the “Company”) was incorporated in Delaware on February 13, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All the Company’s activities through June 30, 2022 related to its formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s initial stockholders, generating gross proceeds of $4,615,000, which is described in Note 4.

Transaction costs amounted to $1,646,673, consisting of $1,150,000 of underwriting fees, and $496,673 of other offering costs.

Following the closing of the Initial Public Offering on August 10, 2021, an amount of $116,725,000 ($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 Units was placed in a trust account (the “Trust Account”), located in the United States and will be held in cash items or 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 selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, irrespective of how or whether they vote on the proposed transaction.

The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until February 10, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit.

In order to protect the amounts held in the Trust Account, certain of the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Initial Stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of June 30, 2022, the Company had $401,681 in its operating bank account and working capital of $737,923.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target businesses to acquire, and structuring, negotiating, and consummating the Business Combination.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from the Initial Stockholders and the Company’s officers and directors or their affiliates. The Initial Stockholders and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 10, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 10, 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s financial position, results of operations and/or its search for a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 7, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended) 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 statement 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $1,646,673, which were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.

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.” Shares of 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 right 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, at June 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital.

At June 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Common stock issuance costs		(1,646,673)
Proceeds allocated to Public Warrants		(4,427,500)
Plus:
Remeasurement of carrying value to redemption value		7,799,173

Common stock subject to possible redemption	$	116,725,000

Warrant Classification

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 stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 14.05% and 0.00% for the three months ended June 30, 2022 and 2021, respectively and 2.86% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and six months ended June 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of common stock is excluded from net loss per common share as the redemption value approximates fair value.

The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 shares of common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
	Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	$	(27,514)	$	(7,983)	$	—		(90)	$	(121,789)	$	(35,335)	$	—	$	(190)
Denominator:
Basic and diluted weighted average shares outstanding		11,500,000		3,336,500		—		2,875,000		11,500,000		3,336,500		—		2,875,000
Basic and diluted net loss per common share	$	(0.00)	$	(0.00)	$	—		(0.00)	$	(0.01)	$	(0.01)	$	—	$	(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) which simplifies accounting for convertible instruments by removing major separation models required under 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 adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

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 condensed financial statements.

STOCKHOLDER'S EQUITY

6 Months Ended

Jun. 30, 2022

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were 3,336,500 shares of common stock issued and outstanding, excluding 11,500,000 shares of common stock subject to possible redemption which are presented as temporary equity.

Warrants — As of June 30, 2022 and December 31, 2021, there were 5,750,000 Public Warrants and 230,750 Private Warrants outstanding.

The Company will not issue fractional warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if the registration statement of which the prospectus for the Company’s Initial Public Offering forms a part is not available and a new registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination.

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

at any time after the warrants become exercisable;

●

upon not less than 30 days' prior written notice of redemption to each warrant holder;

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value 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 Market Price.

Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Offering Costs

Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Common stock issuance costs		(1,646,673)
Proceeds allocated to Public Warrants		(4,427,500)
Plus:
Remeasurement of carrying value to redemption value		7,799,173

Common stock subject to possible redemption	$	116,725,000

Warrant Classification

Income Taxes

Net Loss per Common Share

The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
	Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	$	(27,514)	$	(7,983)	$	—		(90)	$	(121,789)	$	(35,335)	$	—	$	(190)
Denominator:
Basic and diluted weighted average shares outstanding		11,500,000		3,336,500		—		2,875,000		11,500,000		3,336,500		—		2,875,000
Basic and diluted net loss per common share	$	(0.00)	$	(0.00)	$	—		(0.00)	$	(0.01)	$	(0.01)	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reconciliation of common stock subject to possible redemption

At June 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Common stock issuance costs		(1,646,673)
Proceeds allocated to Public Warrants		(4,427,500)
Plus:
Remeasurement of carrying value to redemption value		7,799,173

Common stock subject to possible redemption	$	116,725,000

Schedule of calculation of basic and diluted net loss per common share

The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
	Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock		Common stock
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	$	(27,514)	$	(7,983)	$	—		(90)	$	(121,789)	$	(35,335)	$	—	$	(190)
Denominator:
Basic and diluted weighted average shares outstanding		11,500,000		3,336,500		—		2,875,000		11,500,000		3,336,500		—		2,875,000
Basic and diluted net loss per common share	$	(0.00)	$	(0.00)	$	—		(0.00)	$	(0.01)	$	(0.01)	$	—	$	(0.00)

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details)		6 Months Ended
	Aug. 10, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		5,980,750
Transaction Costs		$ 1,646,673
Underwriting fees		1,150,000
Other offering costs		496,673
Operating bank account		401,681	$ 802,606
Working Capital		$ 737,923
condition for future business combination number of businesses minimum		1
Condition for future business combination use of proceeds percentage		80
Condition For Future Business Combination Threshold Percentage Ownership		50
Condition For Future Business Combination Threshold Net Tangible Assets		$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Redemption period upon closure		10 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	11,500,000
purchase price, per unit \| $ / shares	$ 10.15
Proceeds from issuance initial public offering	$ 115,000,000
Payments for investment of cash in trust account	$ 116,725,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		461,500
Price of warrant \| $ / shares		$ 10.00
Proceeds allocated to Public Warrants		$ 4,615,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	1,500,000
purchase price, per unit \| $ / shares	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Warrants are exercisable to purchase common stock (shares)	5,980,750		5,980,750
Redeemable common stock
Adjusted net loss	$ (27,514)		$ (121,789)
Weighted average shares outstanding, basic	11,500,000		11,500,000
Weighted average shares outstanding, diluted	11,500,000		11,500,000
Basic net loss per common share	$ 0.00		$ (0.01)
Diluted net loss per common share	$ 0.00		$ (0.01)
Non redeemable common stock
Adjusted net loss	$ (7,983)	$ (90)	$ (35,335)	$ (190)
Weighted average shares outstanding, basic	3,336,500	2,875,000	3,336,500	2,875,000
Weighted average shares outstanding, diluted	3,336,500	2,875,000	3,336,500	2,875,000
Basic net loss per common share	$ 0.00	$ 0.00	$ (0.01)	$ 0.00
Diluted net loss per common share	$ 0.00	$ 0.00	$ (0.01)	$ 0.00

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended	6 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jul. 01, 2021 USD ($) $ / shares shares	Jun. 29, 2020 shares	Feb. 28, 2019 USD ($) shares	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Related Party Transaction [Line Items]
Common shares, shares outstanding				3,336,500	3,336,500
Percentage of transfer of founder shares with certain exceptions				50.00%
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued			100
Aggregate purchase price \| $	$ 8,643		$ 25,000
Number of shares cancelled	1,437,500
Share dividend		43,125
Common shares, shares outstanding	2,875,000
Aggregate number of shares owned		4,312,500
Shares subject to forfeiture	1,490,874
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Percentage of transfer of remaining founder shares with certain exceptions				50.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30
Founder Shares \| Officer
Related Party Transaction [Line Items]
Number of shares issued	53,374
Fair value upon the grant date \| $	$ 323,446
Fair value upon the grant date (Per share) \| $ / shares	$ 6.06
Aggregate purchase price \| $	$ 464
Founder Shares \| Underwriter overallotment option was not exercised in full
Related Party Transaction [Line Items]
Shares subject to forfeiture				375,000
Founder Shares \| Underwriter overallotment option exercised in full
Related Party Transaction [Line Items]
Shares subject to forfeiture				0

STOCKHOLDER'S EQUITY - Warrants (Details)	6 Months Ended
STOCKHOLDER'S EQUITY - Warrants (Details)	Jun. 30, 2022 D item $ / shares shares	Dec. 31, 2021 shares
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	230,750	230,750
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,750,000	5,750,000
Warrants exercisable term from the completion of business combination	30 days
Number of days of which warrants will not be effective from the date of business combination	120 days
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant \| item	20
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Public Warrants \| Redemption of Warrants When the Price per Common Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18.00
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
Threshold consecutive trading days for redemption of public warrants \| D	30
Redemption period	30 days

INITIAL PUBLIC OFFERING (Details)	Aug. 10, 2021 $ / shares shares
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,500,000
Purchase price, per unit \| $ / shares	$ 10.15
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000
Purchase price, per unit \| $ / shares	$ 10.00

PRIVATE PLACEMENT (Details)	6 Months Ended
PRIVATE PLACEMENT (Details)	Jun. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,980,750
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares per unit	1
Number of warrants per unit	0.50
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	461,500
Price of warrants \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 4,615,000
Number of shares per warrant	1
Exercise price of warrant \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Aug. 10, 2021	Jun. 30, 2022	Dec. 31, 2021	Mar. 03, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 200,000
Promissory Note with Related Party \| Initial Public Offering
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 200,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 0	$ 0

COMMITMENTS (Details)	6 Months Ended
COMMITMENTS (Details)	Jun. 30, 2022 USD ($)
COMMITMENTS
Minimum period of piggy-back registration rights	5 years
Maximum period of piggy-back registration rights	7 years
Aggregate gross proceeds (as percentage)	4.50%
Amount of advisory fee payable	$ 5,175,000

STOCKHOLDER'S EQUITY - Common Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	3,336,500	3,336,500
Common shares, shares outstanding (in shares)	3,336,500	3,336,500
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	11,500,000	11,500,000

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	3,336,500	3,336,500
Common shares, shares outstanding	3,336,500	3,336,500
Class A Common Stock Subject to Redemption
Common stock subject to possible redemption, Redemption per share	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	11,500,000	11,500,000

FAIR VALUE MEASUREMENTS - Schedule of Company's Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 116,921,818	$ 116,738,316
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	$ 116,921,818	$ 116,738,316

SUBSEQUENT EVENTS (Details) - Subsequent Event	Jul. 05, 2022
Subsequent Event [Line Items]
Placement agent fee	50.00%
Financial Advisor
Subsequent Event [Line Items]
Placement agent fee	4.00%