Lightjump Acquisition 10-Q15 Aug 222022 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2022	Aug. 12, 2022
Document Information Line Items
Entity Registrant Name	LIGHTJUMP ACQUISITION CORPORATION
Trading Symbol	LJAQ
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,710,534
Amendment Flag	false
Entity Central Index Key	0001825437
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39869
Entity Tax Identification Number	85-2402980
Entity Address, Address Line Two	Suite 110
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94025
City Area Code	(650)
Local Phone Number	515-3930
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Address, Address Line One	2735 Sand Hill Road
Entity Address, City or Town	Menlo Park
Title of 12(b) Security	Common stock, par value $0.0001 per share

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets
Cash	$ 5,422	$ 137,163
Prepaid expenses	221,788	19,030
Total current assets	227,210	156,193
Investment held in Trust Account	138,200,919	138,013,319
Total Assets	138,428,129	138,169,512
Current liabilities:
Accounts payable and accrued operating expenses	1,969,060	730,607
Due to related party	300,000	260,000
Income tax payable	3,679
Promissory note - related party	891,000	125,000
Total current liabilities	3,163,739	1,115,607
Warrant liability	261,423	2,198,205
Total liabilities	3,425,162	3,313,812
Commitments and Contingencies (Note 7)
Common stock subject to possible redemption, 13,800,000 shares at redemption value of $10.00 as of June 30, 2022 and December 31, 2021	138,000,000	138,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 99,000,000 shares authorized; 3,570,000 shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption), as of June 30, 2022 and December 31, 2021	357	357
Additional paid-in capital
Accumulated deficit	(2,997,390)	(3,144,657)
Total Stockholders’ Deficit	(2,997,033)	(3,144,300)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$ 138,428,129	$ 138,169,512

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	13,800,000	13,800,000
Common stock redemption value (in Dollars per share)	$ 10	$ 10
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	99,000,000	99,000,000
Common stock, shares issued	3,570,000	3,570,000
Common stock, shares outstanding	3,570,000	3,570,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation and operating costs	$ 1,171,347	$ 786,609	$ 1,973,436	$ 1,037,402
Loss from operations	(1,171,347)	(786,609)	(1,973,436)	(1,037,402)
Other income (expense)
Change in fair value of warrant liability	920,990	(1,085,087)	1,936,782	216,765
Trust interest income	175,297	3,441	187,600	6,361
Total other income (expense)	1,096,287	(1,081,646)	2,124,382	223,126
Income (loss) before income tax provision	(75,060)	(1,868,255)	150,946	(814,276)
Income tax provision	(3,679)		(3,679)
Net income (loss)	$ (78,739)	$ (1,868,255)	$ 147,267	$ (814,276)
Redemption [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding (in Shares)	13,800,000	13,800,000	13,800,000	12,926,667
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0	$ (0.11)	$ 0.01	$ (0.05)
Non-Redemption [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding (in Shares)	3,570,000	3,570,000	3,570,000	3,525,667
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0	$ (0.11)	$ 0.01	$ (0.05)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Redemption [Member]
Basic and diluted weighted average shares outstanding	13,800,000	13,800,000	13,800,000	12,926,667
Basic and diluted net income (loss) per share	$ 0	$ (0.11)	$ 0.01	$ (0.05)
Non-Redemption [Member]
Basic and diluted weighted average shares outstanding	3,570,000	3,570,000	3,570,000	3,525,667
Basic and diluted net income (loss) per share	$ 0	$ (0.11)	$ 0.01	$ (0.05)

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 357	$ 25,843	$ (13,802)	$ 12,398
Balance (in Shares) at Dec. 31, 2020	3,570,000
Sale of 4,210,000 Private Placement Warrants, net of fair value of warrant liability		348,263		348,263
Remeasurement of common stock subject to redemption value		(374,106)	(3,091,047)	(3,465,153)
Net income (loss)			1,053,979	1,053,979
Balance at Mar. 31, 2021	$ 357		(2,050,870)	(2,050,513)
Balance (in Shares) at Mar. 31, 2021	3,570,000
Balance at Dec. 31, 2020	$ 357	25,843	(13,802)	12,398
Balance (in Shares) at Dec. 31, 2020	3,570,000
Net income (loss)				(814,276)
Balance at Jun. 30, 2021	$ 357		(3,919,125)	(3,918,768)
Balance (in Shares) at Jun. 30, 2021	3,570,000
Balance at Mar. 31, 2021	$ 357		(2,050,870)	(2,050,513)
Balance (in Shares) at Mar. 31, 2021	3,570,000
Net income (loss)			(1,868,255)	(1,868,255)
Balance at Jun. 30, 2021	$ 357		(3,919,125)	(3,918,768)
Balance (in Shares) at Jun. 30, 2021	3,570,000
Balance at Dec. 31, 2021	$ 357		(3,144,657)	(3,144,300)
Balance (in Shares) at Dec. 31, 2021	3,570,000
Net income (loss)			226,006	226,006
Balance at Mar. 31, 2022	$ 357		(2,918,651)	(2,918,294)
Balance (in Shares) at Mar. 31, 2022	3,570,000
Balance at Dec. 31, 2021	$ 357		(3,144,657)	(3,144,300)
Balance (in Shares) at Dec. 31, 2021	3,570,000
Net income (loss)				147,267
Balance at Jun. 30, 2022	$ 357		(2,997,390)	(2,997,033)
Balance (in Shares) at Jun. 30, 2022	3,570,000
Balance at Mar. 31, 2022	$ 357		(2,918,651)	(2,918,294)
Balance (in Shares) at Mar. 31, 2022	3,570,000
Net income (loss)			(78,739)	(78,739)
Balance at Jun. 30, 2022	$ 357		$ (2,997,390)	$ (2,997,033)
Balance (in Shares) at Jun. 30, 2022	3,570,000

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Changes in Stockholders’ Deficit (Parentheticals)	3 Months Ended
	Mar. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement parrants, net of fair value of warrant liability	4,210,000

Unaudited Condensed Statement_5

Unaudited Condensed Statements of Cash Flows - USD ($)	6 Months Ended
Unaudited Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Cash flows from Operating Activities:
Net income (loss)	$ 147,267	$ (814,276)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability	(1,936,782)	(216,765)
Interest earned on cash and marketable securities held in Trust Account	(187,600)	(6,361)
Changes in current assets and current liabilities:
Prepaid expenses	(202,758)	(244,094)
Accounts payable and accrued operating expenses	1,238,453	726,854
Income tax payable	3,679
Due to related party	40,000	(160,000)
Net cash used in operating activities	(897,741)	(714,642)
Cash Flows from Investing Activities:
Purchase of investment held in Trust		(138,000,000)
Net cash used in investing activities		(138,000,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ fees		135,240,000
Proceeds from promissory note from sponsor	766,000
Proceeds from issuance of Private Placement Warrants		4,210,000
Payment of deferred offering costs		(403,894)
Net cash provided by financing activities	766,000	139,046,106
Net change in cash	(131,741)	331,464
Cash, beginning of the period	137,163	6,139
Cash, end of the period	5,422	337,603
Supplemental disclosure of noncash investing and financing activities:
Initial value of common stock subject to possible redemption		138,000,000
Initial classification of warrant liability		3,531,517
Offering costs included in accrued offering costs

Organization, Business Operatio

Organization, Business Operations and Liquidity	6 Months Ended
Organization, Business Operations and Liquidity	Jun. 30, 2022
Accounting Policies [Abstract]
Organization, Business Operations and Liquidity	Note 1 — Organization, Business Operations and Liquidity Organization and General LightJump Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Company on July 28, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). The Company has selected December 31 as its fiscal year end. As of June 30, 2022, the Company had not commenced any operations. All activity from July 28, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (“IPO”) and will recognize changes in the fair value of its warrant liability as other income (expense). The Company’s sponsor is LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 8, 2021 (the “Effective Date”). On January 12, 2021, the Company consummated the IPO of 12,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, generating gross proceeds of $120,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,850,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant (the “Private Placement”), which is discussed in Note 4. On January 15, 2021, the underwriters exercised the over-allotment option in full to purchase 1,800,000 Units (the “Over-allotment Units”), generating aggregate gross proceeds of $18,000,000. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000. Transaction costs of the IPO including the exercise of over-allotment amounted to $3,465,153 consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs. Trust Account Following the closing of the IPO on January 12, 2021 and the exercise of over-allotment on January 15, 2021, $138,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the trust account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company are unable to complete its initial business combination in the required time period. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholder may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide its public stockholder with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholder to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholder to sell their shares to the Company in a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding 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 SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, without the Company’s prior consent. The Company’s sponsor, officers and directors (the “initial stockholder”) have agreed not to propose any amendment to Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholder’s ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of its public shares if the Company does not complete a business combination within 18 months from the closing of the IPO (the “Combination Period”) unless the Company provides its public stockholder with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares. If the Company is unable to complete its initial 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to the Company (net of taxes payable), 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 liquidation 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 stockholder and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims. The Company’s initial stockholder agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholder acquires public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Business Combination Agreement On June 14, 2022, the Company, Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Moolec”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”), and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, Moolec, Holdco, Merger Sub and the Company will enter into a business combination transaction pursuant to which, among other things, (a) pursuant to the Exchange Agreements, each of the Moolec Shareholders, effective on the Exchange Effective Time, will contribute its respective Moolec Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares to be subscribed for by each such Moolec Shareholder (such contributions and exchanges of the Moolec Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”), (b) as a result of the Exchange, the Moolec will become a wholly-owned subsidiary of Holdco, (c) immediately prior to the consummation of the Merger but after the Exchange Effective Time, each of the Moolec SAFE Holders will receive and become holders of issued and outstanding Holdco Ordinary Shares, in accordance with the applicable Moolec SAFE, (d) following the consummation of the Exchange, Merger Sub will merge with and into Company, with Company surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, all Company Common Stock outstanding shall be converted into the right to receive the Merger Consideration in the form of Holdco Ordinary Shares pursuant to a share capital increase of Holdco, as set forth in this Agreement, and (e) in order to satisfy the Moolec’s obligations under that certain Consulting Agreement, dated June 18, 2021, by and between the Moolec and the Moolec’s Chief Financial Officer (“CFO”), CFO will be freely allotted an aggregate of 243,774 Holdco Ordinary Shares (the “CFO Free Shares”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement. Upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Exchange Agreements at the Exchange Effective Time, the Exchange will take place based on an exchange ratio of .66787343 used to determine the number of aggregate Holdco Shares valued at $10.00 per Holdco Share for which the aggregate Moolec Ordinary Shares will be exchanged (the “Exchange Consideration”). The valuation of the Moolec Ordinary Shares contributed to Holdco by the Moolec Shareholders against new Holdco Shares pursuant to the Exchange shall be deemed to be, as of the Exchange Effective Time, the sum of US$325,000,000. Pursuant to the Exchange Agreements, each Moolec Shareholder has also agreed to not transfer any of its Moolec Ordinary Shares before the earlier to occur of the Exchange and the termination of the Business Combination Agreement pursuant to its terms. Backstop Agreement Concurrently with the execution of the Business Combination Agreement, Union Group Ventures Limited, THEO I SCSp, UG Holdings, LLC and Sponsor entered into the Backstop Agreement (the “Backstop Agreement”), pursuant to which, among other things, the parties guaranteed, on a several (and not joint) basis, to backstop an aggregate amount equal to $10,000,000 after taking into account the EarlyBird Fee, conditioned upon Closing on the terms and subject to the conditions set forth in the Backstop Agreement. Amendment to Business Combination Marketing Agreement On January 8, 2020, the Company entered into that certain Business Combination Marketing Agreement (“BCMA”) with EarlyBirdCapital, Inc. (“EBC”). It is a condition to the consummation of the transactions contemplated by the Business Combination Agreement that the Company and EBC enter into an amendment to the BCMA to provide for, among other things, a change in the compensation to be payable to EBC upon the Closing of the business combination. On June 14, 2022, the Company and EBC executed an amendment to the BCMA (the “Amendment”) whereby the Company shall pay to EBC (A) a cash fee at Closing equal to (i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to the Company, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000 shares (the “Share Fee”). The Share Fee shall be issued to EBC within five business days of the six month anniversary of the Closing, and Holdco shall register the resale of the ordinary shares issued to EBC as promptly as practicable after their issuance. The Sponsor shall forfeit to Holdco for cancellation the same number of shares of common stock payable to EBC under such Share Fee. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had $5,422 in its operating bank account and a working capital deficit of approximately $2.6 million. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) in exchange for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $125,000 (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. An affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (see Note 5). This loan is non-interest bearing and payable on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of June 30, 2022. The Company issued several additional promissory notes to related parties in principal of an aggregate of $766,000. All notes are not interest bearing and are repayable upon conclusion of business combination. The principal balance may be prepaid at any time. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company can raise additional capital through Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. 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 its business plan, 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. On July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 (the “Extension Funds”) to deposit into the Company’s Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board) (the “Extension Combination Period”). The Company anticipates that the $5,422 held outside of the trust account as of June 30, 2022, might not be sufficient to allow the Company to operate until January 12, 2023, the period it has to consummate an initial business combination, assuming that a business combination is not consummated during that time. Until consummation of our business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans from the initial stockholders, the Company’s officers and directors, or their respective affiliates, 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. If the Company is unable to complete its initial Business Combination within the Extension 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to the Company (net of taxes payable), 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 liquidation 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 stockholder and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. It is not certain that The Company would be able to complete a business combination with the period of Initial Business Combination and Company cannot assure that it will have funds sufficient to pay or provide for creditors’ claims. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the next 12 months, if a business combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets of the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and the Russian-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
Basis of Presentation and Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Note 2 — Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022. Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents at June 30, 2022 and December 31, 2021. Investment in Trust Account The proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination within the Extension Combination Period. At June 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of mutual funds in the amount of $138,200,919 and $138,013,319, respectively, and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax obligations for the period from July 28, 2020 to June 30, 2022. The mutual funds held in the Trust Account were available for sale and reported at fair value. The carrying value and fair value of mutual funds held in Trust Account on June 30, 2022 are as follows: Carrying Fair U.S. Money Market $ 138,200,919 $ 138,200,919 The carrying value and fair value of mutual funds held in Trust Account on December 31, 2021 are as follows: Carrying Fair U.S. Money Market $ 138,013,319 $ 138,013,319 Fair-Value Measurements 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. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and 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. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. At June 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 138,000,000 Less: Proceeds allocated to Public Warrants (5,795,688 ) Less: Issuance costs related to common stock (3,465,153 ) Plus: Remeasurement of carrying value to redemption value 9,260,841 Common stock subject to possible redemption $ 138,000,000 Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. The Company did not include the warrants as they are anti-dilutive. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. Accordingly, basic and diluted income (loss) per common share is calculated as follows: Three Months ended Six Months ended 2022 2021 2022 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (62,556 ) $ (1,484,279 ) $ 117,000 $ (639,780 ) Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,800,000 13,800,000 12,926,667 Basic and diluted net income (loss) per stock, redeemable common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 ) Non-redeemable common stock Numerator: Net income (loss) allocable to common stock not subject to redemption $ (16,183 ) $ (383,976 ) $ 30,267 $ (174,496 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,570,000 3,570,000 3,525,667 Basic and diluted net income (loss) per stock, common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 ) On July 8, 2022, LightJump held a special meeting of stockholders. At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which LightJump must consummate its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension). Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“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 IPO and were charged to stockholders’ deficit upon the completion of the IPO. The Company determined the Public Warrants qualified for equity treatment, and accordingly, offering costs in the aggregate of $3,465,153 have been charged to stockholders’ deficit (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs). Warrant Liability The Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 2 and 3) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers 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 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 issuance of the Warrants and as of each subsequent annual period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, such 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 liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 6 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants. The Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance. 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 (4.90)% and 2.44% for the three and six months ended June 30, 2022, and 0.00% and 0.00% for the three and six months ended June 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022, due to changes in fair of warrant liabilities, and 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. Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2022
Initial Public Offering Disclosure [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 12,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. On January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. The proceeds of $18,000,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting fees. The underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO and over-allotment, or $2,760,000 in the aggregate.

Private Placement

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2022
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 3,850,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,850,000, in a private placement. The proceeds from the private placement of the Private Warrants were added to the proceeds of this Initial Public Offering and placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete an initial business combination within the Extension Combination Period, the proceeds from the sale of the Private Warrants will be included in the liquidating distribution to our public stockholders and the Private Warrants will be worthless. On January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 360,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $360,000.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On September 11, 2020, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 450,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. On January 15, 2021, the overallotment was exercised in full and all of the 450,000 shares were no longer subject to forfeiture. Promissory Note — Related Party An affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of both June 30, 2022 and December 31, 2021. During the first quarter of 2022, the Company entered into three additional promissory notes to related parties: on February 9, 2022, for the amount of $200,000, on February 25, 2022, for the amount of $203,000, and on March 22, 2022 for the amount of $230,000. During the second quarter of 2022, the Company entered into three additional promissory notes to related parties: on April 7, 2022, for the amount of $3,000, on April 11, 2022, for the amount of $50,000, and on June 29, 2022 for the amount of $80,000. All notes are not interest bearing and are repayable upon conclusion of business combination. The principal balance may be prepaid at any time. Due to Related Party As of June 30, 2022, the Due to Related Party balance of $300,000 represents the Administrative Support Expense (defined below) and additional funds from founders in December 2021. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services (“Administrative Support Expense”). Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 the company incurred an aggregate of $30,000 and $60,000 for administrative services. For the three and six and months ended June 30, 2021 the Company has incurred an aggregate of $30,000 and $60,000 for administrative services.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,200,919 $ 138,200,919 $ — $ — Liabilities: Private Warrant Liability $ 261,423 $ — $ — 261,423 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, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,013,319 $ 138,013,319 $ — $ — Liabilities: Private Warrant Liability $ 2,198,205 $ — $ — 2,198,205 The Private Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no transfers between Levels 1, 2 or 3 during the six months ended June 30, 2022. The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2022 and December 31, 2021. June 30, December 31, Exercise price 11.50 $ 11.50 Share price 9.99 $ 9.86 Volatility 5.6 % 9.7 % Expected life 5.30 5.37 Risk-free rate 3.01 % 1.29 % Dividend yield - % - % The following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis for the three and six months ended June 30, 2022 and 2021. Warrant Fair value, January 1, 2022 $ 2,198,205 Change in fair value (1,015,792 ) Fair value, March 31, 2022 $ 1,182,413 Change in fair value (920,990 ) Fair value, June 30, 2022 $ 261,423 Warrant Fair value, January 1, 2021 $ - Initial measurement on January 12, 2021, including over-allotment 3,861,737 Change in fair value (1,301,852 ) Fair value, March 31, 2021 $ 2,559,885 Change in fair value 1,085,087 Fair value, June 30, 2021 $ 3,644,972

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of the Initial Public Offering, as well as the holders of the Private Warrants (and the underlying shares) and any warrants the Company’s sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of this Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares, as well as the holders of the Private Warrants (and the underlying shares) can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, and warrants issued to our sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital Inc. (“EarlyBirdCapital”) may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EBC as an advisor in connection with our business combination to assist in holding meetings with stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the business combination, assist in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination. The Company would pay EBC a cash fee for such services upon the consummation of the business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. Additionally, the Company would pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EBC introduces the Company to the target business with which it completes the business combination; provided that the foregoing fee would not be paid prior to the date that is 90 days from the effective date of the registration statement. On June 14, 2022, the Company and EBC executed an amendment to the BCMA (the “Amendment”) whereby the Company shall pay to EBC (A) a cash fee at Closing equal to (i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to the Company, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000 shares (the “Share Fee”). The Share Fee shall be issued to EBC within five business days of the six month anniversary of the Closing, and Holdco shall register the resale of the ordinary shares issued to EBC as promptly as practicable after their issuance. The Sponsor shall forfeit to Holdco for cancellation the same number of shares of common stock payable to EBC under such Share Fee. As of June 30, 2022 and December 31, 2021, these fees are not accrued. Representative Shares On October 1, 2020, the Company issued to designees of EarlyBirdCapital Inc. the 120,000 representative shares for nominal consideration. The Company estimated the fair value of the stock to be $1,200 based upon the price of the founder shares issued to the Sponsor and were treated as underwriters’ compensation and charged directly to stockholders’ deficit. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial business combination within the Extension Combination Period. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities were not sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Promissory Note - Moolec On July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 to deposit into the Company’s Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board). The promissory note bears interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the Initial Business Combination of the Company, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2022
Warrants [Abstract]
Warrants	Note 8 — Warrants Public Warrants The Public Warrants will become exercisable 30 days after the completion of a Business Combination. However, 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 a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● 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 (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time 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. 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 such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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 the initial 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 our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Private Warrants The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may be exercised for cash or on a cashless basis, as described in the Initial Public Offering, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
Stockholders’ Deficit	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 9 — Stockholders’ Deficit Preferred Stock no Common Stock

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 8, 2022, LightJump held a special meeting of stockholders. At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which LightJump must consummate its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension). On July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 to deposit into the Company’s Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board). The promissory note bears interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the Initial Business Combination of the Company, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates	Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash	Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents at June 30, 2022 and December 31, 2021.
Investment in Trust Account	Investment in Trust Account The proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination within the Extension Combination Period. At June 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of mutual funds in the amount of $138,200,919 and $138,013,319, respectively, and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax obligations for the period from July 28, 2020 to June 30, 2022. The mutual funds held in the Trust Account were available for sale and reported at fair value. The carrying value and fair value of mutual funds held in Trust Account on June 30, 2022 are as follows: Carrying Fair U.S. Money Market $ 138,200,919 $ 138,200,919 The carrying value and fair value of mutual funds held in Trust Account on December 31, 2021 are as follows:
Fair Value Measurements	Fair-Value Measurements 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. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and 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.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. At June 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table:
Net Income Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. The Company did not include the warrants as they are anti-dilutive. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. Accordingly, basic and diluted income (loss) per common share is calculated as follows: Three Months ended Six Months ended 2022 2021 2022 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (62,556 ) $ (1,484,279 ) $ 117,000 $ (639,780 ) Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,800,000 13,800,000 12,926,667 Basic and diluted net income (loss) per stock, redeemable common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 ) Non-redeemable common stock Numerator: Net income (loss) allocable to common stock not subject to redemption $ (16,183 ) $ (383,976 ) $ 30,267 $ (174,496 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,570,000 3,570,000 3,525,667 Basic and diluted net income (loss) per stock, common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 )
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“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 IPO and were charged to stockholders’ deficit upon the completion of the IPO. The Company determined the Public Warrants qualified for equity treatment, and accordingly, offering costs in the aggregate of $3,465,153 have been charged to stockholders’ deficit (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs).
Warrant Liability	Warrant Liability The Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 2 and 3) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers 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 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 issuance of the Warrants and as of each subsequent annual period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, such 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 liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 6 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants. The Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance.
Income Taxes	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 (4.90)% and 2.44% for the three and six months ended June 30, 2022, and 0.00% and 0.00% for the three and six months ended June 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022, due to changes in fair of warrant liabilities, and 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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of carrying and fair value of mutual funds held in trust account	Carrying Fair U.S. Money Market $ 138,200,919 $ 138,200,919 Carrying Fair U.S. Money Market $ 138,013,319 $ 138,013,319
Schedule of Class A common stocks reflected in the balance sheets	Gross Proceeds $ 138,000,000 Less: Proceeds allocated to Public Warrants (5,795,688 ) Less: Issuance costs related to common stock (3,465,153 ) Plus: Remeasurement of carrying value to redemption value 9,260,841 Common stock subject to possible redemption $ 138,000,000
Schedule of basic and diluted income per common share	Three Months ended Six Months ended 2022 2021 2022 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (62,556 ) $ (1,484,279 ) $ 117,000 $ (639,780 ) Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,800,000 13,800,000 12,926,667 Basic and diluted net income (loss) per stock, redeemable common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 ) Non-redeemable common stock Numerator: Net income (loss) allocable to common stock not subject to redemption $ (16,183 ) $ (383,976 ) $ 30,267 $ (174,496 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,570,000 3,570,000 3,525,667 Basic and diluted net income (loss) per stock, common stock $ (0.00 ) $ (0.11 ) $ 0.01 $ (0.05 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that were measured at fair value on a recurring basis	June 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,200,919 $ 138,200,919 $ — $ — Liabilities: Private Warrant Liability $ 261,423 $ — $ — 261,423 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,013,319 $ 138,013,319 $ — $ — Liabilities: Private Warrant Liability $ 2,198,205 $ — $ — 2,198,205
Schedule of fair value measurements for private warrants	June 30, December 31, Exercise price 11.50 $ 11.50 Share price 9.99 $ 9.86 Volatility 5.6 % 9.7 % Expected life 5.30 5.37 Risk-free rate 3.01 % 1.29 % Dividend yield - % - %
Schedule of changes in the fair value of the private warrants and representative's warrants	Warrant Fair value, January 1, 2022 $ 2,198,205 Change in fair value (1,015,792 ) Fair value, March 31, 2022 $ 1,182,413 Change in fair value (920,990 ) Fair value, June 30, 2022 $ 261,423 Warrant Fair value, January 1, 2021 $ - Initial measurement on January 12, 2021, including over-allotment 3,861,737 Change in fair value (1,301,852 ) Fair value, March 31, 2021 $ 2,559,885 Change in fair value 1,085,087 Fair value, June 30, 2021 $ 3,644,972

Organization, Business Operat_2

Organization, Business Operations and Liquidity (Details) - USD ($)				6 Months Ended
	Jan. 15, 2021	Jan. 12, 2021	Jan. 08, 2020	Jun. 30, 2022	Jul. 08, 2022
Organization, Business Operations and Liquidity (Details) [Line Items]
Proceeds from sale of stock	$ 138,000,000
Assets held in the trust account, percentage				80%
Aggregate of share sold, percentage				15%
Redeem public shares, percentage				100%
Outstanding public shares, percentage				100%
Aggregate shares (in Shares)				0.66787343
Price per share (in Dollars per share)				$ 10
Aggregate shares value				$ 150,000
Cash				5,422
Working capital				2,600,000
Drawn down amount				125,000
Principal of an aggregate amount				766,000
Held outside of trust account				5,422
IPO [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Shares issued at initial public offering (in Shares)		12,000,000
Price per share (in Dollars per share)		$ 10
Generating gross proceeds		$ 120,000,000
Share price (in Dollars per share)	$ 1
Transaction costs of initial public offering				3,465,153
Underwriting fees				2,760,000
Other offering costs				$ 705,153
Private Warrants [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Sale of warrants (in Shares)				3,850,000
Price per warrant (in Dollars per share)				$ 1
Over-Allotment Option [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds	$ 18,000,000
Additional purchase of shares (in Shares)	1,800,000
Private Placement [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Sale of additional warrants (in Shares)	360,000
Gross proceeds	$ 360,000
Price per share (in Dollars per share)				$ 1
Subsequent Event [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Price per warrant (in Dollars per share)					$ 10.02
Aggregate principal amount					$ 350,000
Sponsor [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Payments from the sponsor				$ 25,000
Borrowed promissory note				$ 125,000
Chief Financial Officer [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Aggregate shares (in Shares)				243,774
Holdco [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Aggregate shares value				$ 325,000,000
Business Combination [Member]
Organization, Business Operations and Liquidity (Details) [Line Items]
Percentage of outstanding voting securities				50%
Business combination, net tangible assets				$ 5,000,001
Redeem public shares, percentage				100%
Aggregate shares value				$ 10,000,000
Business combination, description			(i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to the Company, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000 shares (the “Share Fee”).

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 08, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Assets held in trust account		$ 138,200,919		$ 138,200,919		$ 138,013,319
Federal depository insurance coverage				250,000
Aggregate offering costs				3,465,153
Underwriting discount				2,760,000
Other offering costs		$ 705,153		$ 705,153
Effective tax rate		(4.90%)	0%	2.44%	0%
Statutory tax rate		21%		21%
Subsequent Event [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Public shares exercised	$ 11,032,790
Trust Account	$ 110,507,220.68
Price per share (in Dollars per share)	$ 10.02
Shares outstanding (in Shares)	2,767,210
Aggregate amount	$ 27,993,797.65
Additional amount	$ 276,721
Trust Account [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Assets held in trust account		$ 138,200,919		$ 138,200,919		$ 138,013,319

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of carrying and fair value of mutual funds held in trust account - U.S. Money Market [Member] - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Marketable Securities [Line Items]
Carrying Value	$ 138,200,919	$ 138,013,319
Fair Value	$ 138,200,919	$ 138,013,319

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheets	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of common stock reflected in the balance sheets [Abstract]
Gross Proceeds	$ 138,000,000
Less: Proceeds allocated to Public Warrants	(5,795,688)
Less: Issuance costs related to common stock	(3,465,153)
Plus: Remeasurement of carrying value to redemption value	9,260,841
Common stock subject to possible redemption	$ 138,000,000

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted income per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Common stock subject to possible redemption [Member]
Numerator:
Net income (loss) allocable to common stock	$ (62,556)	$ (1,484,279)	$ 117,000	$ (639,780)
Denominator:
Weighted average redeemable common stock, basic and diluted	13,800,000	13,800,000	13,800,000	12,926,667
Basic and diluted net income (loss) per stock, redeemable common stock	$ 0	$ (0.11)	$ 0.01	$ (0.05)
Non-redeemable common stock [Member]
Numerator:
Net income (loss) allocable to common stock	$ (16,183)	$ (383,976)	$ 30,267	$ (174,496)
Denominator:
Weighted average redeemable common stock, basic and diluted	3,570,000	3,570,000	3,570,000	3,525,667
Basic and diluted net income (loss) per stock, redeemable common stock	$ 0	$ (0.11)	$ 0.01	$ (0.05)

Basis of Presentation and Sig_7

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted income per common share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Common stock subject to possible redemption [Member]
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted income per common share (Parentheticals) [Line Items]
Weighted average redeemable common stock, basic and diluted (in Shares)	13,800,000	13,800,000	13,800,000	12,926,667
Basic and diluted net income (loss) per stock, redeemable common stock (in Dollars per share)	$ 0	$ (0.11)	$ 0.01	$ (0.05)
Non-redeemable common stock [Member]
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted income per common share (Parentheticals) [Line Items]
Weighted average redeemable common stock, basic and diluted (in Shares)	3,570,000	3,570,000	3,570,000	3,525,667
Basic and diluted net income (loss) per stock, redeemable common stock (in Dollars per share)	$ 0	$ (0.11)	$ 0.01	$ (0.05)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended
Initial Public Offering (Details) - USD ($)	Jan. 15, 2021	Jun. 30, 2022
Initial Public Offering (Details) [Line Items]
Business combination expire year		5 years
Underwriting fee percentage		2%
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Common stock par value		$ 0.0001
Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share		$ 11.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Shares issued at initial public offering (in Shares)		12,000,000
Price per unit		$ 10
Gross proceeds (in Dollars)		$ 2,760,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Shares issued at initial public offering (in Shares)	1,800,000
Deposit in trust account (in Dollars)	$ 18,000,000
Business Combination [Member] \| IPO [Member]
Initial Public Offering (Details) [Line Items]
Warrants, description		Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Jan. 15, 2021	Jun. 30, 2022
IPO [Member]
Private Placement (Details) [Line Items]
Purchased aggregate warrants		3,850,000
Price per warrant (in Dollars per share)		$ 1
Aggregate purchase price of warrants (in Dollars)		$ 3,850,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Purchase of underwriters exercised	1,800,000
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate sale	360,000
Purchase price (in Dollars per share)	$ 1
Generating gross proceeds (in Dollars)	$ 360,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)							1 Months Ended			3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Apr. 11, 2022	Apr. 07, 2022	Feb. 09, 2022	Jan. 15, 2021	Jan. 11, 2021	Sep. 11, 2020	Jun. 29, 2022	Mar. 31, 2022	Feb. 25, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)										$ 0.0001		$ 0.0001		$ 0.0001
Stock dividend (in Shares)					0.2
Founder shares (in Shares)					3,450,000
Promissory notes amount	$ 50,000	$ 3,000	$ 200,000				$ 80,000	$ 230,000	$ 203,000
Working capital loans										$ 1,500,000		$ 1,500,000
Price per warrant (in Dollars per share)										$ 10		$ 10
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)												450,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)										$ 1		$ 1
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Due to related party										$ 300,000		$ 300,000
Administrative support expense												10,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Expenses related to the Initial Public Offering												150,000
Borrowed promissory note										125,000		125,000		$ 125,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares						$ 25,000
Price per share (in Dollars per share)						$ 0.009
Number of common stock issued (in Shares)						2,875,000
Common stock, par value (in Dollars per share)						$ 0.0001
Shares subject to forfeiture (in Shares)				450,000
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Secretarial and administrative service expenses										$ 30,000	$ 30,000	$ 60,000	$ 60,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items]
U.S. Money Market held in Trust Account	$ 138,200,919	$ 138,013,319
Private Warrant Liability	261,423	2,198,205
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items]
U.S. Money Market held in Trust Account	138,200,919	138,013,319
Private Warrant Liability
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items]
U.S. Money Market held in Trust Account
Private Warrant Liability
Significant Other Unobservable Inputs (Level 3) [Member ]
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items]
U.S. Money Market held in Trust Account
Private Warrant Liability	$ 261,423	$ 2,198,205

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value measurements for private warrants - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of fair value measurements for private warrants [Abstract]
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Share price (in Dollars per share)	$ 9.99	$ 9.86
Volatility	5.60%	9.70%
Expected life	5 years 3 months 18 days	5 years 4 months 13 days
Risk-free rate	3.01%	1.29%
Dividend yield

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of the private warrants and representative's warrants - Warrant Liability [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private warrants and representative's warrants [Line Items]
Fair value as of the beginning	$ 1,182,413	$ 2,198,205	$ 2,559,885
Initial measurement on January 12, 2021, including over-allotment				3,861,737
Change in fair value	(920,990)	(1,015,792)	1,085,087	(1,301,852)
Fair value as of the ending	$ 261,423	$ 1,182,413	$ 3,644,972	$ 2,559,885

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jun. 14, 2022	Oct. 01, 2020	Jun. 30, 2022	Jul. 08, 2022
Commitments and Contingencies (Details) [Line Items]
Fair value of stock		$ 1,200
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of gross proceeds			3.50%
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate principal amount				$ 350,000
Bears interest rate				20%
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Business combination, description	(i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to the Company, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000 shares (the “Share Fee”).		Additionally, the Company would pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EBC introduces the Company to the target business with which it completes the business combination; provided that the foregoing fee would not be paid prior to the date that is 90 days from the effective date of the registration statement.
EarlyBirdCapital Inc. [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued to designees		120,000

Warrants (Details)

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2022
Warrants (Details) [Line Items]
Warrant expiration term	5 years
Description of warrants redemption	The Company may call the Public Warrants for redemption: ●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 (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time 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.
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination, description	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 the initial 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 our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)		6 Months Ended	12 Months Ended
Stockholders’ Deficit (Details) - USD ($)	Jan. 11, 2021	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued (in Dollars)
Common stock, shares authorized		99,000,000	99,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock voting rights		Holders are entitled to one vote for each share of common stock.
Stock dividend	0.2
Founder shares outstanding	3,450,000
Common stock, shares issued		3,570,000	3,570,000
Common stock, shares outstanding		3,570,000	3,570,000
Shares subject to possible redemption		13,800,000	13,800,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Jul. 08, 2022 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Public shares exercised	$ 11,032,790
Trust Account	$ 110,507,220.68
Price per share (in Dollars per share) \| $ / shares	$ 10.02
Shares outstanding (in Shares) \| shares	2,767,210
Aggregate amount	$ 27,993,797.65
Additional amount	276,721
Aggregate principal amount	$ 350,000
Bears interest rate	20%