Osiris Acquisition Corp - Ordinary Shares (OSI) 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. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40402
Entity Registrant Name	OSIRIS ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3636928
Entity Address, Address Line One	95 5th Avenue, 6th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	646
Local Phone Number	993-4635
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001832136
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Trading Symbol	OSLU
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	OSI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	OSI WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 180,995	$ 639,843
Prepaid expenses	286,061	459,575
Due from Sponsor	59	59
Total current assets	467,115	1,099,477
Forward purchase asset	116,500	90,500
Investments held in Trust Account	230,422,246	230,040,937
Total assets	231,005,861	231,230,914
Current liabilities:
Accounts payable and accrued expenses	859,126	712,774
Accrued offering costs	474,561	431,000
Note payable - Sponsor	1,200,000
Total current liabilities	2,533,687	1,143,774
Deferred underwriting compensation	8,050,000	8,050,000
Derivative warrant liabilities	3,530,030	10,183,520
Total liabilities	14,113,717	19,377,294
Commitments and contingencies
Stockholders' deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding
Accumulated deficit	(13,190,288)	(18,146,955)
Total stockholders' deficit	(13,189,713)	(18,146,380)
Total liabilities, common stock subject to possible redemption and stockholders' deficit	231,005,861	231,230,914
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock subject to possible redemption (23,000,000 shares at approximately $10.00 per share redemption value as of June 30, 2022 and December 31, 2021)	230,081,857	230,000,000
Class B common stock
Stockholders' deficit:
Common stock	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	540,000,000	540,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity shares issued	23,000,000	23,000,000
Shares subject to possible redemption	23,000,000	23,000,000
Purchase price, per unit	$ 10	$ 10
Class B common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	60,000,000	60,000,000
Common shares, shares issued	5,750,000	5,750,000
Common shares, shares outstanding	5,750,000	5,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
EXPENSES
Administrative fee - related party	$ 30,000	$ 15,000	$ 60,000	$ 15,000
General and administrative	1,608,370	276,526	1,962,275	281,159
TOTAL EXPENSES	1,638,370	291,526	2,022,275	296,159
OTHER INCOME (EXPENSES)
Interest earned on Investments held in Trust Account	347,699	1,950	381,309	1,950
Transaction costs associated with warrant liabilities		(591,948)	0	(591,948)
Change in fair value of derivative warrant liabilities and forward purchase asset	546,440	355,840	6,679,490	355,840
TOTAL OTHER INCOME (EXPENSES) - NET	894,139	(234,158)	7,060,799	(234,158)
INCOME (LOSS) BEFORE INCOME TAXES	(744,231)	(525,684)	5,038,524	(234,158)
Income tax provision			0	0
Net income (loss)	$ (744,231)	$ (525,684)	$ 5,038,524	$ (530,317)
Class A common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	23,000,000	10,868,132	23,000,000	5,494,444
Weighted average shares outstanding, diluted	23,000,000	10,868,132	23,000,000	5,494,444
Basic net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Diluted net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Class B common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Diluted net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Subject to Redemption Accumulated Deficit	Class A Common Stock Subject to Redemption	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020			$ 575	$ 24,339	$ (2,069)	$ 22,931
Balance at the beginning (in shares) at Dec. 31, 2020			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of proceeds received over fair value of private warrant liabilities				959,157		959,157
Accretion of Class A common stock to redemption value				(983,582)	(21,894,241)	(22,877,823)
Net income (loss)					(530,317)	(530,317)
Balance at the end at Jun. 30, 2021			$ 575	0	(22,426,627)	(22,426,052)
Balance at the end (in shares) at Jun. 30, 2021			5,750,000
Balance at the beginning at Mar. 31, 2021			$ 575	24,339	(6,702)	18,298
Balance at the beginning (in shares) at Mar. 31, 2021			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of proceeds received over fair value of private warrant liabilities				959,157		959,157
Accretion of Class A common stock to redemption value				(983,582)	(21,894,241)	(22,877,823)
Net income (loss)					(525,684)	(525,684)
Balance at the end at Jun. 30, 2021			$ 575	0	(22,426,627)	(22,426,052)
Balance at the end (in shares) at Jun. 30, 2021			5,750,000
Balance at the beginning at Dec. 31, 2021			$ 575	0	(18,146,955)	(18,146,380)
Balance at the beginning (in shares) at Dec. 31, 2021			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value					(81,857)	(81,857)
Net income (loss)			$ 0	0	5,038,524	5,038,524
Balance at the end at Jun. 30, 2022			$ 575	0	(13,190,288)	(13,189,713)
Balance at the end (in shares) at Jun. 30, 2022			5,750,000
Balance at the beginning at Mar. 31, 2022			$ 575	0	(12,364,200)	(12,363,625)
Balance at the beginning (in shares) at Mar. 31, 2022			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	$ (81,857)	$ (81,857)
Net income (loss)			$ 0	0	(744,231)	(744,231)
Balance at the end at Jun. 30, 2022			$ 575	$ 0	$ (13,190,288)	$ (13,189,713)
Balance at the end (in shares) at Jun. 30, 2022			5,750,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Cash Flows From Operating Activities:
Net income (loss)	$ 5,038,524	$ (530,317)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on Investments held in Trust Account	(381,309)	(1,950)
Transaction costs associated with warrant liabilities		591,948
Change in fair value of derivative liabilities and forward purchase asset	(6,679,490)	(355,840)
Changes in operating assets and liabilities:
Prepaid expenses	173,514	(636,439)
Accrued offering costs	43,561	431,000
Accounts payable and accrued expenses	146,352	220,503
Net Cash Used in Operating Activities	(1,658,848)	(281,095)
Cash Flows from Investing Activities:
Cash deposited into Trust Account		(230,000,000)
Net Cash Used In Investing Activities		(230,000,000)
Cash Flows from Financing Activities:
Sale of Units in Public Offering, net of underwriting discount		224,332,101
Sale of Private Placement Warrants to Sponsor	0	6,600,000
Proceeds from Sponsor note payable	1,600,000
Repayment of Sponsor note payable	(400,000)
Net Cash Provided By Financing Activities	1,200,000	230,932,101
Net change in cash	(458,848)	651,006
Cash at beginning of period	639,843	25,000
Cash at end of period	$ 180,995	676,006
Supplemental disclosure of non-cash financing activities:
Deferred underwriting costs		$ 8,050,000

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	6 Months Ended
	Jun. 30, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Osiris Acquisition Corp. (the “Company”) was incorporated in Delaware on October 22, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination. 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 from the proceeds derived from the Initial Public Offering. Sponsor and Initial Public Offering On May 18, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares” and the “Public Warrants,” respectively), generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 6,600,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (as defined below). Upon the closing of the Initial Public Offering and the private placement, $230,000,000 was placed in a trust account (the “Trust Account”) (discussed below ). The Company’s sponsor is Osiris Sponsor, LLC., a Delaware limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the $230,000,000 initial public offering of Units (as defined in Note 4 below) and the $6,600,000 private placement (Note 5). Trust Account Following the closing of the Initial Public Offering on May 18, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a Trust Account which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account, as described below. The Company has 24 months from the closing of the Initial Public Offering to complete an Initial Business Combination (the “Combination Period”). If the Company has not completed an 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more business combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The net proceeds of the Initial Public Offering are held in a Trust Account located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are no redemption rights with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity If the Company seeks stockholder approval of an Initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Articles of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an Initial Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of an Initial Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an Initial Business Combination within the Combination Period. The Company will have to complete an Initial Business Combination within the Combination Period. If the Company has not completed an 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Considerations, Liquidity and Capital Resources The Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination within the Combination Period (May 18, 2023). As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. In addition, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. As of June 30, 2022, the Company had a working capital deficit of approximately $2.1 million and cash and cash equivalents of approximately $ 181,000 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2021 filed with the SEC on March 29, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed balance sheet. 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 condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates . Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the Company had approximately $230.4 million and $230.0 million, respectively, in investments held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a- 7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Class A common stock issuance costs (9,770,532) Proceeds allocated to Public Warrants (13,107,291) (22,877,823) Plus: Accretion of carrying value to redemption value 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 230,000,000 Accretion of carrying value to redemption value 81,857 Class A common stock subject to possible redemption, June 30, 2022 $ 230,081,857 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal deposit insurance corporation coverage limit of $250,000. As of 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Share of Common Stock The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for each class of Common stock is calculated by dividing the proportionate share of income or loss by the weighted average number of Common stock for that class of stock outstanding since original issuance. This presentation assumes a business combination as the most likely outcome. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (595,385) $ (148,846) (343,797) $ (181,887) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 10,868,132 5,750,000 Basic and diluted net loss per share of common stock $ (0.03) $ (0.03) (0.03) $ (0.03) Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 4,030,819 $ 1,007,705 (259,113) $ (271,204) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 5,494,444 5,750,000 Basic and diluted net income (loss) per share of common stock $ 0.18 $ 0.18 (0.05) $ (0.05) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “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. As of June 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
INITIAL PUBLIC OFFERING	Jun. 30, 2022
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $230,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
PRIVATE PLACEMENT	Jun. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,600,000 Private Placement Warrants (the “Private Placement Warrants” or “Private Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,600,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 5, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In February 2021, the Sponsor surrendered 1,437,500 Founder Shares. In March 2021, the Sponsor sold 718,750 Founder Shares to the Company’s president, 300,000 shares to the chairman, 359,375 shares to the lead director and 40,000 Founder Shares to each of the three other independent directors at a purchase price of $0.003 per share. In May 2021, certain of the Company’s initial stockholders, including the Sponsor, forfeited 575,000 Founder Shares to the Company for no consideration, resulting in the initial stockholders, including our Sponsor, owning an aggregate of 6,612,500 Founder Shares. The Founder Shares included an aggregate of up to 862,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). All share and per share amounts have been retroactively restated to reflect these changes. In July 2021, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 862,500 Class B common stock. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $15,000 for such expenses under the administrative services agreement for the three months ended June 30, 2022 and 2021, respectively. The Company incurred $60,000 and $15,000 for such expenses under the administrative services agreement for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, there is $135,000 and $75,000 outstanding, respectively, which is included in accounts payable and accrued expenses on the accompanying unaudited condensed balance sheets. Advances from Related Party An affiliate of the Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and non-interest bearing. During the three and six months ended June 30, 2022 and 2021, the related party did not pay any expenses on behalf of the Company. As of June 30, 2022 and December 31, 2021, there is $59 due from the Sponsor. Related Party Loans On December 5, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2022 and December 31, 2021, there was no balance outstanding under the Promissory Note. The Company no longer has access to funds under the note since it expired upon closing of the Initial Public Offering. In order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with an Initial Business Combination may be converted upon consummation of an Initial Business Combination into additional Private Placement Warrants at a price of $10.00 per Unit. In the event that an Initial 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. On April 12, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,600,000 (the “April Note”). The April Note bears interest at a rate of 0.96% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of June 30, 2022, the outstanding balance on the April Note was $1,200,000.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,450,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In July 2021, the option to exercise the overallotment expired. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with its Sponsor, which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one share of Class A common stock (the “forward purchase shares”) and one-half of one The forward purchase warrants have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted transferees, and the forward purchase shares is identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights. Any forward purchase warrant held by holders other than the Sponsor or its permitted transferees have the same terms as the warrants included in the Units being sold in the Initial Public Offering. The Sponsor’s commitment to purchase securities pursuant to the forward purchase agreement is intended to provide the Company with a minimum funding level for an Initial Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in an Initial Business Combination, expenses in connection with an Initial Business Combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreement, the purchase of the forward purchase securities will be a binding obligation of our sponsor, regardless of whether any shares of Class A common stock are redeemed by the public stockholders in connection with an Initial Business Combination. The Company classifies the Forward Purchase agreement as an asset, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This asset is subject to re-measurement at each balance sheet date. With each such re-measurement, the asset will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
STOCKHOLDERS' EQUITY	Jun. 30, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock issued outstanding Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to an Initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, including any Class A common stock to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination in consideration for such seller’s interest in the Initial Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

WARRANTS

WARRANTS	6 Months Ended
WARRANTS	Jun. 30, 2022
WARRANTS.
WARRANTS	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following an Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for Cash. ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 18,100,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 6,600,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re- measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
FAIR VALUE MEASUREMENTS	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description: Level 2022 2021 Assets: Investments held in Trust Account 1 $ 230,422,246 230,040,937 Forward Purchase Asset 3 116,500 90,500 Liabilities: Warrant liability - Private Placement Warrants 3 $ 1,295,580 3,743,520 Warrant liability - Public Warrants 2 2,234,450 6,440,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant. Due to low trading activity during the three and six months ended June 30, 2022, the Public Warrants were transferred to Level 2 on the Fair Value Hierarchy from Level 1 where they were classified at December 31, 2021. The Public Warrants and Private Placement Warrants were accounted for as liabilities and the forward purchase units as an asset, respectively, in accordance with ASC 815-40 and are presented within assets and liabilities on the condensed balance sheets. The warrant liabilities and the forward purchase units are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative instruments in the condensed statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. In order to value the forward purchase asset, the Company used a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A Common Stock and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B Common Stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Common Stock subject to possible redemption (temporary equity) and Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants, Private Placement Warrants and forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the initial measurement date due to the use of unobservable inputs. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As June 30, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at June 30, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. As of June 30, 2022 and December 31, 2021, the forward purchase warrants were valued using a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of June 30, 2022 and December 31, 2021, the forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2022 and 2021. Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 90,500 Change in fair value of forward purchase asset 26,000 Balance, net, June 30, 2022 $ 116,500 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 3,743,520 Change in fair value of derivative liabilities (2,447,940) Balance, net, June 30, 2022 $ 1,295,580 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ — Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement 15,411,375 Change in fair value of derivative liabilities (355,840) Balance, net, June 30, 2021 $ 15,055,535 At June 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions: June 30, 2022 December 31, 2021 Risk-free interest rate 2.48-3.02 % 0.08-1.12 % Expected life of grants 5.44 years 5.69 years Expected volatility of underlying stock 2.1 % 10.2 % Dividends 0 % 0 % As of June 30, 2022 and December 31, 2021, the forward purchase asset was $116,500 and $90,500, respectively. As of June 30, 2022 and December 31, 2021, the derivative liability was $3,530,030 and $10,182,520, respectively. In addition, for the three months ended June 30, 2022 and 2021, the Company recorded $546,440 and $355,840 as a gain on the change in fair value of the derivative instruments on the condensed statements of operations, respectively. In addition, for the six months ended June 30, 2022 and 2021, the Company recorded $6,679,490 and $355,840 as a gain on the change in fair value of the derivative instruments on the condensed statements of operations, respectively.

SUBSEQUENT EVENTS

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

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2021 filed with the SEC on March 29, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed balance sheet. 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 condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates .
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.
Investments held in Trust Account	Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the Company had approximately $230.4 million and $230.0 million, respectively, in investments held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a- 7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A common stock subject to possible redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Class A common stock issuance costs (9,770,532) Proceeds allocated to Public Warrants (13,107,291) (22,877,823) Plus: Accretion of carrying value to redemption value 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 230,000,000 Accretion of carrying value to redemption value 81,857 Class A common stock subject to possible redemption, June 30, 2022 $ 230,081,857
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal deposit insurance corporation coverage limit of $250,000. As of 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.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Share of Common Stock	Net Income (Loss) per Share of Common Stock The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for each class of Common stock is calculated by dividing the proportionate share of income or loss by the weighted average number of Common stock for that class of stock outstanding since original issuance. This presentation assumes a business combination as the most likely outcome. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (595,385) $ (148,846) (343,797) $ (181,887) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 10,868,132 5,750,000 Basic and diluted net loss per share of common stock $ (0.03) $ (0.03) (0.03) $ (0.03) Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 4,030,819 $ 1,007,705 (259,113) $ (271,204) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 5,494,444 5,750,000 Basic and diluted net income (loss) per share of common stock $ 0.18 $ 0.18 (0.05) $ (0.05)
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement
Warrant Instruments	Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “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. As of June 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of Class A common stock reflected on the balance sheet	At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Class A common stock issuance costs (9,770,532) Proceeds allocated to Public Warrants (13,107,291) (22,877,823) Plus: Accretion of carrying value to redemption value 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 230,000,000 Accretion of carrying value to redemption value 81,857 Class A common stock subject to possible redemption, June 30, 2022 $ 230,081,857
Reconciliation of Net Loss per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (595,385) $ (148,846) (343,797) $ (181,887) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 10,868,132 5,750,000 Basic and diluted net loss per share of common stock $ (0.03) $ (0.03) (0.03) $ (0.03) Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 4,030,819 $ 1,007,705 (259,113) $ (271,204) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 5,494,444 5,750,000 Basic and diluted net income (loss) per share of common stock $ 0.18 $ 0.18 (0.05) $ (0.05)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities measured at fair value	June 30, December 31, Description: Level 2022 2021 Assets: Investments held in Trust Account 1 $ 230,422,246 230,040,937 Forward Purchase Asset 3 116,500 90,500 Liabilities: Warrant liability - Private Placement Warrants 3 $ 1,295,580 3,743,520 Warrant liability - Public Warrants 2 2,234,450 6,440,000
Schedule of change in the fair value of the warrant liabilities	Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 90,500 Change in fair value of forward purchase asset 26,000 Balance, net, June 30, 2022 $ 116,500 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 3,743,520 Change in fair value of derivative liabilities (2,447,940) Balance, net, June 30, 2022 $ 1,295,580 Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ — Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement 15,411,375 Change in fair value of derivative liabilities (355,840) Balance, net, June 30, 2021 $ 15,055,535
Schedule of quantitative information regarding fair value measurements inputs	June 30, 2022 December 31, 2021 Risk-free interest rate 2.48-3.02 % 0.08-1.12 % Expected life of grants 5.44 years 5.69 years Expected volatility of underlying stock 2.1 % 10.2 % Dividends 0 % 0 %

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)		6 Months Ended
	May 18, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Sale of Private Placement Warrants (in shares) \| shares	6,600,000
Price of warrant \| $ / shares	$ 1
Deferred underwriting fee payable				$ 230,000,000
Transaction Costs				230,000,000
Underwriting fees				$ 6,600,000
Months to complete acquisition		24
Maximum net interest to pay dissolution expenses		$ 100,000
Ownership interest to be acquired on post-transaction company		50%
Maturity term of U.S government securities		185 days
Per share value of residual assets in trust account \| $ / shares		$ 10
Minimum percentage that can be redeemed without prior consent of the company		15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Percentage of aggregate fair market value of assets		80%
working capital Deficit		$ 2,100,000
Total current liabilities		2,533,687	$ 1,143,774
Cash		$ 180,995	$ 639,843
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	23,000,000	23,000,000
Gross proceeds from issuance of units	$ 230,000,000
Minimum net tangible assets upon consummation of business combination		$ 5,000,001

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0		$ 0
Investments held in Trust Account	$ 230,422,246		230,040,937
Maturity term of U.S government securities	185 days
Transaction costs associated with warrant liabilities		$ 591,948
Unrecognized tax benefits	$ 0		0
Unrecognized tax benefits accrued for interest and penalties	0		$ 0
Federal depository insurance coverage	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of Class A common stock reflected on the balance sheet (Details) - Class A Common Stock Subject to Redemption - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds		$ 230,000,000
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
Total	$ (22,877,823)
Accretion of carrying value to redemption value	81,857	22,877,823
Class A common stock subject to possible redemption	$ 230,081,857	$ 230,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class A common stock
Allocation of net income (loss), as adjusted	$ (595,385)	$ (343,797)	$ 4,030,819	$ (259,113)
Weighted average shares outstanding, basic	23,000,000	10,868,132	23,000,000	5,494,444
Weighted average shares outstanding, diluted	23,000,000	10,868,132	23,000,000	5,494,444
Basic net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Diluted net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Class A Common Stock Subject to Redemption
Temporary equity	$ 230,081,857		$ 230,081,857		$ 230,000,000
Class B common stock
Allocation of net income (loss), as adjusted	$ (148,846)	$ (181,887)	$ 1,007,705	$ (271,204)
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)
Diluted net income (loss) per common share	$ (0.03)	$ (0.03)	$ 0.18	$ (0.05)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		6 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	May 18, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.5
Number of shares issuable per warrant		0.5
Exercise price of warrants		$ 11.50
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Gross proceeds		$ 50,000,000
Number of shares in a unit		1
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	23,000,000	23,000,000
Purchase price, per unit		$ 10
Gross proceeds		$ 230,000,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	6 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	May 18, 2021
Subsidiary, Sale of Stock [Line Items]
Warrants issued			6,600,000
Price of warrants			$ 1
Gross proceeds from sale of warrants	$ 0	$ 6,600,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants issued	6,600,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants issued	6,600,000
Price of warrants	$ 1
Gross proceeds from sale of warrants	$ 6,600,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		1 Months Ended		6 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 05, 2020 USD ($) shares	May 31, 2021 shares	Mar. 31, 2021 $ / shares shares	Jun. 30, 2022 D $ / shares	Jul. 31, 2021 shares	Feb. 28, 2021 shares
Sponsor
Related Party Transaction [Line Items]
Percentage of shares holding after IPO		20%
Sponsor \| Class B common stock \| Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture					862,500
Founder Shares \| Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture		862,500
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Shares surrendered						1,437,500
Purchase price, per unit \| $ / shares			$ 0.003
Number of shares owned		6,612,500
Shares subject to forfeiture		575,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder Shares \| Sponsor \| President
Related Party Transaction [Line Items]
Number of shares issued			718,750
Founder Shares \| Sponsor \| Chairman
Related Party Transaction [Line Items]
Number of shares issued			300,000
Founder Shares \| Sponsor \| Lead director
Related Party Transaction [Line Items]
Number of shares issued			359,375
Founder Shares \| Sponsor \| Other independent directors
Related Party Transaction [Line Items]
Number of shares issued			40,000
Founder Shares \| Sponsor \| Class B common stock
Related Party Transaction [Line Items]
Number of shares issued	8,625,000
Aggregate purchase price \| $	$ 25,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 12, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	May 18, 2021	Dec. 05, 2020
Related Party Transaction [Line Items]
Price of warrant							$ 1
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month				$ 10,000
Expenses incurred and paid		$ 30,000	$ 15,000	60,000	$ 15,000
Outstanding expenses		135,000		135,000		$ 75,000
Promissory Note - Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Outstanding balance of related party note		0		0		0
Advances from Related Party
Related Party Transaction [Line Items]
Amount due to sponsor		59		59		$ 59
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000		$ 1,500,000
Price of warrant		$ 10		$ 10
Aggregate loan amount		$ 1,200,000		$ 1,200,000
Related Party Loans \| Sponsor
Related Party Transaction [Line Items]
Aggregate loan amount	$ 1,600,000
Interest rate	0.96%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2022 USD ($) item $ / shares shares	Oct. 31, 2020 USD ($)
Commitment and Contingencies (Line Items)
Deferred underwriting fee payable		$ 230,000,000
Maximum number of demands for registration of securities \| item	3
Underwriting Agreement
Commitment and Contingencies (Line Items)
Deferred fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable	$ 8,050,000
Underwriter cash discount	$ 4,600,000
Underwriting cash discount per unit \| $ / shares	$ 0.20
Over-allotment option \| Underwriting Agreement
Commitment and Contingencies (Line Items)
Number of units issued \| shares	3,450,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Forward Purchase Agreement (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Commitments and Contingencies (Line Items)
Number of shares per warrant \| shares	0.5
Exercise price of warrant	$ 11.50
Class A common stock
Commitments and Contingencies (Line Items)
Proceeds from issuance of units \| $	$ 50,000,000
Number of shares per warrant \| shares	1
Purchase price	$ 10
Exercise price of warrant	$ 11.50

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	6 Months Ended
STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Temporary equity par value \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Temporary equity shares issued	23,000,000	23,000,000
Temporary equity, shares outstanding	23,000,000	23,000,000
Temporary equity shares authorized	100,000,000	100,000,000
Class B common stock
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	20
Class B Common stock subject to redemption
Class of Stock [Line Items]
Temporary equity par value \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Temporary equity shares issued	5,750,000	5,750,000
Temporary equity, shares outstanding	5,750,000	5,750,000
Temporary equity shares authorized	60,000,000	60,000,000

WARRANTS (Details)

WARRANTS (Details)	6 Months Ended
WARRANTS (Details)	Jun. 30, 2022 D $ / shares shares	May 18, 2021 shares
Class of Warrant or Right [Line Items]
Warrants issued		6,600,000
Warrants
Class of Warrant or Right [Line Items]
Warrants issued	18,100,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued	6,600,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination.	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued	11,500,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Threshold period for effective within statement after business combination	60 days
Stock price trigger for redemption of public warrants (in dollar per share ) \| $ / shares	$ 18
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30
Threshold number of business days before sending notice of redemption to warrant holders \| D	3

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 230,422,246	$ 230,040,937
Liabilities:
Derivative warrant liabilities	3,530,030	10,183,520
Level 1
Assets:
Marketable securities held in Trust Account	230,422,246	230,040,937
Level 2 \| Public Warrants
Liabilities:
Derivative warrant liabilities	2,234,450	6,440,000
Level 3 \| Forward Purchase Asset.
Assets:
Derivative Warrant Assets	116,500	90,500
Level 3 \| Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 1,295,580	$ 3,743,520

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31	$ 10,182,520
Balance, net, June 30	3,530,030		$ 10,182,520
Level 3
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, December 31, 2021	116,500	$ 90,500	90,500
Change in fair value of forward purchase asset			26,000
Balance, net, June 30, 2022			116,500
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31	3,743,520	0	0
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement		15,411,375
Change in fair value of derivative liabilities	(2,447,940)	(355,840)
Balance, net, June 30	$ 1,295,580	$ 15,055,535	$ 3,743,520

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) - Level 3	Jun. 30, 2022	Dec. 31, 2021
Risk-free interest rate \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	2.48	0.08
Risk-free interest rate \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	3.02	1.12
Expected life of grants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.44	5.69
Expected volatility of underlying stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	2.1	10.2
Dividends
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		6 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Derivative liability	$ 3,530,030		$ 3,530,030		$ 10,182,520
Gain on change in fair value of derivative liabilities	$ (546,440)	$ (355,840)	$ (6,679,490)	$ (355,840)