PMV Consumer Acquisition (PMVCW) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information Line Items
Entity Registrant Name	PMV Consumer Acquisition Corp.
Trading Symbol	PMVC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001807765
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39534
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-5174573
Entity Address, Address Line One	249 Royal Palm Way
Entity Address, Address Line Two	Suite 503
Entity Address, City or Town	Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33480
City Area Code	(561)
Local Phone Number	318-3766
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NONE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,046,609
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,175,000
Class C Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		200,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 1,436,262	$ 1,512,496
Prepaid expenses	100,359	103,084
Total Current Assets	1,536,621	1,615,580
Cash and marketable securities held in Trust Account	21,565,725	175,109,162
TOTAL ASSETS	23,102,346	176,724,742
Current liabilities
Accrued expenses	581,306	256,203
Income taxes payable	22,160
Total current liabilities	603,466	256,203
Deferred underwriting fee payable	1,531,250	6,125,000
Derivative warrant liabilities	671,615	9,537,845
Total Liabilities	2,806,331	15,919,048
Commitments and contingencies
Class A convertible common stock subject to possible redemption, 2,046,609 and 17,500,000 shares at redemption value of $10.02 and $10.00 per share as of September 30, 2022 and December 31, 2022, respectively	20,513,565	175,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding
Class A convertible common stock, $0.0001 par value; 45,000,000 shares authorized
Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 4,375,000 shares issued and outstanding	437	437
Class C common stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding
Special Common Stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	602,197	66
Accumulated deficit	(820,184)	(14,194,809)
Total Stockholders’ Deficit	(217,550)	(14,194,306)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 23,102,346	$ 176,724,742

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Convertible Common Stock
Common stock subject to possible redemption per share (in Dollars per share)	$ 10.02	$ 10
Common stock subject to possible redemption	2,046,609	17,500,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	45,000,000	45,000,000
Class B Convertible Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,375,000	4,375,000
Common stock, shares outstanding	4,375,000	4,375,000
Class C Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued
Common stock, shares outstanding
Special Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued
Common stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expenses	$ 351,802	$ 111,293	$ 812,559	$ 399,783
Franchise tax expense	60,000	36,831	160,000	149,974
Loss from operations	(411,802)	(148,124)	(972,559)	(549,757)
Other income:
Interest earned on marketable securities held in Trust Account	686,865	9,320	1,014,364	44,344
Fair value adjustment on derivative warrant liabilities	968,360	3,448,467	8,866,230	5,143,432
Forgiveness of deferred underwriting fee payable	4,593,750		4,593,750
Other income	6,248,975	3,457,787	14,474,344	5,187,776
Income before provision for income taxes	5,837,173	3,309,663	13,501,785	4,638,019
Provision for income taxes	(117,605)		(127,160)
Net income	$ 5,719,568	$ 3,309,663	$ 13,374,625	$ 4,638,019
Class A Common Stock
Other income:
Weighted average shares outstanding of common stock (in Shares)	16,990,548	17,500,000	17,329,558	17,500,000
Basic net income per share, common stock (in Dollars per share)	$ 0.27	$ 0.15	$ 0.62	$ 0.21
Class B Convertible Common Stock
Other income:
Weighted average shares outstanding of common stock (in Shares)	4,375,000	4,375,000	4,375,000	4,375,000
Basic net income per share, common stock (in Dollars per share)	$ 0.27	$ 0.15	$ 0.62	$ 0.21

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Common Stock
Diluted net income per share	$ 0.27	$ 0.15	$ 0.62	$ 0.21
Class B Convertible Common Stock
Diluted net income per share	$ 0.27	$ 0.15	$ 0.62	$ 0.21

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Class A Common Stock	Class B Convertible Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 437	$ 66	$ (19,229,274)	$ (19,228,771)
Balance (in Shares) at Dec. 31, 2020		4,375,000
Net income (Loss)				(420,832)	(420,832)
Balance at Mar. 31, 2021		$ 437	66	(19,650,106)	(19,649,603)
Balance (in Shares) at Mar. 31, 2021		4,375,000
Balance at Dec. 31, 2020		$ 437	66	(19,229,274)	(19,228,771)
Balance (in Shares) at Dec. 31, 2020		4,375,000
Net income (Loss)					4,638,019
Balance at Sep. 30, 2021		$ 437	66	(14,591,255)	(14,590,752)
Balance (in Shares) at Sep. 30, 2021		4,375,000
Balance at Mar. 31, 2021		$ 437	66	(19,650,106)	(19,649,603)
Balance (in Shares) at Mar. 31, 2021		4,375,000
Net income (Loss)				1,749,188	1,749,188
Balance at Jun. 30, 2021		$ 437	66	(17,900,918)	(17,900,415)
Balance (in Shares) at Jun. 30, 2021		4,375,000
Net income (Loss)				3,309,663	3,309,663
Balance at Sep. 30, 2021		$ 437	66	(14,591,255)	(14,590,752)
Balance (in Shares) at Sep. 30, 2021		4,375,000
Balance at Dec. 31, 2021		$ 437	66	(14,194,809)	(14,194,306)
Balance (in Shares) at Dec. 31, 2021		4,375,000
Net income (Loss)				5,450,898	5,450,898
Balance at Mar. 31, 2022		$ 437	66	(8,743,911)	(8,743,408)
Balance (in Shares) at Mar. 31, 2022		4,375,000
Balance at Dec. 31, 2021		$ 437	66	(14,194,809)	(14,194,306)
Balance (in Shares) at Dec. 31, 2021		4,375,000
Net income (Loss)					13,374,625
Balance at Sep. 30, 2022		$ 437	602,197	(820,184)	(217,550)
Balance (in Shares) at Sep. 30, 2022		4,375,000
Balance at Mar. 31, 2022		$ 437	66	(8,743,911)	(8,743,408)
Balance (in Shares) at Mar. 31, 2022		4,375,000
Net income (Loss)				2,204,159	2,204,159
Balance at Jun. 30, 2022		$ 437	66	(6,539,752)	(6,539,249)
Balance (in Shares) at Jun. 30, 2022		4,375,000
Contribution of Class B founder shares to Trust Account			990,000		990,000
Net income (Loss)				5,719,568	5,719,568
Remeasurement adjustment to amount subject to possible redemption			(387,869)		(387,869)
Balance at Sep. 30, 2022		$ 437	$ 602,197	$ (820,184)	$ (217,550)
Balance (in Shares) at Sep. 30, 2022		4,375,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 13,374,625	$ 4,638,019
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,014,364)	(44,344)
Change in fair value of derivative warrant liabilities	(8,866,230)	(5,143,432)
Forgiveness of deferred underwriting payable	(4,593,750)
Changes in operating assets and liabilities
Prepaid expenses	2,725	123,501
Income taxes payable	22,160
Accrued expenses	325,103	(8,279)
Net cash used in operating activities	(749,731)	(434,535)
Cash Flows from Investing Activities:
Cash withdrawn from trust account to pay franchise and income taxes	673,497
Cash withdrawn from trust account to redeeming investors	154,874,304
Net cash provided by investing activities	155,547,801
Cash Flows from Financing Activities:
Redemption of common stock	(154,874,304)
Net cash used in financing activities	(154,874,304)
Net Change in Cash	(76,234)	(434,535)
Cash – Beginning of period	1,512,496	2,005,228
Cash – End of period	1,436,262	1,570,693
Non-cash investing and financing activities:
Contribution of Class B common stock to the Trust Account	$ 990,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS PMV Consumer Acquisition Corp. (the “Company”) was incorporated in Delaware on March 18, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the consumer industry. 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 September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”) and simultaneous private sale of warrants (“Private Warrants”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 21, 2020. On September 24, 2020, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units Sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,150,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to PMV Consumer Acquisition Holding Company, LLC (the “Sponsor”), generating gross proceeds of $6,150,000, which is described in Note 4. Offering costs amounted to $9,957,390, consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees and $507,390 of other offering costs, of which $175,000 was offset with a credit paid by the Underwriter. In addition, at September 30, 2022, $1,436,262 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on September 24, 2020, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-end investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Units in the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account and deferred underwriting commissions) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants, including the Private Warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, solely if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. On September 21, 2022, the shareholders approved to amend the Amended and Restated Certificate of Incorporation by (i) eliminating the requirement to maintain $5,000,001 of net tangible book value prior to or upon consummation of a business combination, and (ii) revising paragraph I of Article Sixth of the charter to permit prior to a business combination the issuance of common stock or securities convertible into common stock or the issuance of securities which vote as a class with the common stock on any manner by eliminating the restrictions on such issuance from paragraph I. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, or do not vote at all. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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”, will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination or an amendment to the Company’s Certificate of Incorporation described below, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Company’s Certificate of Incorporation to modify a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the required time period, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company initially had until September 21, 2022 (or such later date as may be approved by the stockholders in an amendment to the Certificate of Incorporation) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income tax obligations and net of up to $50,000 of interest available to be used for liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On September 21, 2022, the Company held a special meeting of stockholders (the “Meeting”). The purpose of the Meeting was to approve the following amendments to the Company’s certificate of incorporation, to extend the date by which the Company has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023, conditioned on the deposit of 200,000 shares of Class B common stock (to be converted into Class C common stock) into the Company’s IPO Trust account, to increase authorized stock from 86,000,000 to 120,000,000 shares, of which 100,000,000 shall be shares of common stock, consisting of 45,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, 25,000,000 shares of Class C common stock and 20,000,000 shares of special common stock, and 20,000,000 shall be shares of preferred stock, to permit the Company’s board of directors to create special common stock in one or more series and to fix for each series the voting powers, designations, preferences, rights, qualifications, limitations and restrictions thereof, to provide for (i) the right of a holder of Class A common stock to convert into Class C common stock on a one-for-one basis, (ii) the right of the Company to redeem Class A common stock in exchange for a pro rata share of the net cash (and not stock) held in the Company’s IPO trust account, unless the holder elects to receive Class C common stock issued on a one-for-one basis, plus a pro rata share of any stock held in the trust account, and (iii) upon such redemption the extinguishment of the legal force and effect of the business combination and trust account provisions contained in paragraphs A through I of Article Sixth of the charter, to (i) eliminate the Class B common stock anti-dilution provisions that require adjustment to maintain the specified 20% class ownership, and (ii) provide for the right of a holder of Class B common stock to convert into Class C common stock on a one-for-one basis. On September 27, 2022, the Company’s Sponsor contributed to the Company for purposes of making a deposit into the Company’s IPO Trust Account of an aggregate of 200,000 shares of Class B common stock (to be converted into Class C common stock) to extend the date by which the Company has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. At the special meeting of stockholders on September 21, 2022, in connection with the extension, stockholders holding 15,453,391 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $154,874,303 (approximately $10.02 per share), which included $340,393 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 2,046,609 shares of Class A common stock outstanding and the aggregate amount remaining in the Trust Account at the time was $20,511,170. 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 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 share due to reductions in the value of the trust assets, less taxes payable, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Certain balances in the September 30, 2021 cash flow have been presented on a net basis to conform to the current period presentation. Such reclassifications have no effect on net income as previously reported. 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 standards 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, the assets held in the Trust Account were held primarily in U.S. Treasury Bills. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, 2,046,609 and 17,500,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company has classified all of the shares of Class A common stock as temporary equity. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of September 30, 2022, and December 31, 2021, are reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds allocated to public warrants (8,837,500 ) Class A shares offering costs (9,454,542 ) Plus: Accretion of carrying value to redemption value 18,292,042 Class A common stock subject to possible redemption as of December 31, 2021 175,000,000 Less: Proxy redemption (154,874,304 ) Plus: Accretion of carrying value to redemption value 387,869 Class A common stock subject to possible redemption as of September 30, 2022 $ 20,513,565 Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between temporary equity, stockholders’ equity (deficit) and expense. The portion of offering costs allocated to the public warrants has been charged to expense. The portion of the offering costs allocated to the public shares has been charged to temporary equity. On September 24, 2020, offering costs amounting to $9,957,390 (consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees and $507,390 of other offering costs, net of a $175,000 credit paid by the Underwriter) were allocated as follows: $502,848 in offering costs was charged to expense and $9,454,542 was charged to temporary equity. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 September 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 Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants to purchase 14,900,000 shares of Class A common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted income (loss) per share, since the warrants are contingent upon the occurrence of future events and average market price of the Company’s Class A common stock for the three and nine month periods ended September 30, 2022 and September 30, 2021, was below the Warrants’ $11.50 exercise price. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B convertible common stock (the “Founder Shares”). Earnings and losses are shared pro-rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income per share of common stock Numerator: Allocation of net income $ 4,548,378 $ 1,171,190 $ 2,647,730 $ 661,933 $ 10,678,694 $ 2,695,931 $ 3,710,416 $ 927,603 Denominator: Basic weighted average shares outstanding 16,990,548 4,375,000 17,250,000 4,375,000 17,329,558 4,375,000 17,500,000 4,375,000 Basic net income per share of common stock $ 0.27 $ 0.27 $ 0.15 $ 0.15 $ 0.62 $ 0.62 $ 0.21 $ 0.21 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by September 21, 2023, then the Company will cease all operations, except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 21, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement Abstract
PRIVATE PLACEMENT	NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,150,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,150,000. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 5). The proceeds from the Private Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On March 20, 2020, the Sponsor purchased 3,593,750 shares of Class B convertible common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.007 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. On August 3, 2020, the Company effected a 1.4-for-1 forward stock split of its issued and outstanding shares of Class B convertible common stock, resulting in an aggregate of 5,031,250 Founder Shares being outstanding, of which an aggregate of up to 656,250 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The over-allotment option was not exercised, consequently 656,250 Founder Shares were forfeited on November 5, 2020. As of September 30, 2022, and December 31, 2021, the issued and outstanding shares of Class B convertible common stock is 4,375,000 shares. On September 27, 2022, the Company’s Sponsor contributed to the Company for purposes of making a deposit into the Company’s IPO Trust Account of an aggregate of 200,000 shares of Class B common stock (to be converted into Class C common stock) to extend the date by which the Company has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. Following the contribution, the Sponsor owned 4,175,000 shares of Class B common stock. The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, are subject to certain transfer restrictions as described in more detail below, and prior to a Business Combination have the exclusive right to elect, replace and remove the directors of the Company. Holders of Founder Shares may also elect to convert their shares of Class B convertible common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares in connection with the completion of a Business Combination or an amendment to the Company’s Certificate of Incorporation described below, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Company’s Certificate of Incorporation to modify a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the required time period, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares following the Initial Public Offering until the earlier to occur of: (A) one year after the completion of the Initial Business Combination, or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. The Sponsor and the Company’s officers and directors have also agreed to vote any Founder Shares held by them and any public shares purchased after Initial Public Offering (including in open market and privately negotiated transactions) in favor of a Business Combination. Promissory Note—Related Party On September 16, 2020, the Sponsor agreed to loan the Company up to an aggregate of $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of (i) September 16, 2021, (ii) the completion of the Initial Public Offering, or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. On October 13, 2020, the balance of $150,000 was repaid in full. As of September 30, 2022, and December 31, 2021, there was no outstanding balance under this promissory note. Administrative Support Agreement The Company entered into an agreement whereby, commencing September 24, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For each of the three and nine months ended September 30, 2022 and September 30, 2021, the Company incurred fees for these services of $30,000 and $90,000 respectively. Administrative support fees included in accrued expenses in the accompanying unaudited condensed balance sheets at September 30, 2022, and December 31, 2021, were $242,000 and $152,000, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers or directors or their affiliates 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 a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. As of September 30, 2022, and December 31, 2021, there were no Working Capital Loans outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6—COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Warrants (and their underlying securities) and any warrants that may be issued upon conversion of working capital loans (“Working Capital Warrants”), if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Private Warrants and Working Capital Warrants will not be able to sell these securities until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,125,000. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination within the Combination Period, subject to the terms of the underwriting agreement. On August 22, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $4,593,750 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction. As a result, the Company recognized $4,593,750 of income in relation to the reduction of the deferred underwriter fee in the accompanying condensed financial statements. As of September 30, 2022 and December 31, 2021, the deferred underwriting fee payable is $1,531,250 and $6,125,000, respectively. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7—STOCKHOLDERS’ DEFICIT Preferred Stock Common Stock If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Business Combination, to the extent the Company seeks stockholder approval in connection with the Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2022, and December 31, 2021, there were 2,046,609 and 17,500,000 Class A common shares issued and outstanding, including 2,046,609 and 17,500,000 Class A common shares subject to possible redemption which have been reflected as temporary equity on the condensed balance sheets. At September 30, 2022, and December 31, 2021, there were 4,375,000 shares of Class B convertible common stock issued and outstanding. Warrants Under the terms of the warrant agreement, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the shares of Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 60 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to adjustment as described below) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. Warrants (Cont.) The exercise price and number of shares of 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, the warrants will not be adjusted for issuance of 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 a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchaser or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s sponsor, initial stockholders or their affiliates, without taking into account any Founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value, or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value, or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Income Tax

Income Tax	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8—INCOME TAX The Company’s net deferred tax asset at September 30, 2022, is as follows: Deferred tax asset Organizational costs/Start-up expenses $ — Federal Net Operating Loss 301,936 Total deferred tax asset 301,936 Valuation allowance (301,936 ) Deferred tax asset, net of allowance $ — As of September 30, 2022, and December 31, 2021, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $0 and $248,838, respectively, available to offset future taxable income. These NOLs carryforward indefinitely. The NOLs may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. The amount of the annual limitation, if any, will generally be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management determined that a full valuation allowance was required. A reconciliation of the income tax rate to the Company’s effective tax rate for the nine months ended September 30, 2022, is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (20.5 )% Valuation allowance 1.3 % Income tax provision 1.8 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9—FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022, and December 31, 2021, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description September 30, Quoted Prices Significant Significant Assets: Cash, marketable securities, and other securities held in Trust Account $ 21,565,725 $ 20,575,725 $ — $ 990,000 Liabilities: Derivative Warrant Liabilities – Public Warrants $ 378,875 $ 378,875 $ — $ — Derivative Warrant Liabilities – Private Placement Warrants $ 292,740 $ — $ — $ 292,740 Description December 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 175,109,162 $ 175,109,162 $ — $ — Liabilities: Derivative Warrant Liabilities – Public Warrants $ 5,600,000 $ 5,600,000 $ — $ — Derivative Warrant Liabilities – Private Placement Warrants $ 3,937,845 $ — $ — $ 3,937,845 Cash included in the table above was $0 as of September 30, 2022 and $195 as of December 31, 2021. During the three and nine months ended September 30, 2022, the Company withdrew $673,497 of interest income from the Trust Account to pay for taxes and liquidation expenses. Level 3 financial liabilities at September 30, 2022 consist of the Private Placement Warrant liability as there is little or no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s Public Warrants were reclassified from Level 3 to Level 1 in Q4 2021; their fair value at September 30, 2022 is based on an observable market quote. The fair value of the Public Warrants prior to Q4 2021 and the fair value of the Private Warrants is based on a Monte Carlo simulation model, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between levels within the fair value hierarchy during the three and nine months ended September 30, 2022. The following table provides quantitative information regarding Level 3 fair value measurements of Warrant Liabilities: As of As of Stock price $ 9.90 $ 9.83 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 1.03 % 13.67 % Risk-free rate 4.12 % 0.71 % Dividend yield 0.00 % 0.00 % Probability of completing a Business Combination 50.00 % 70.00 % The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value as of March 18, 2020 (inception) $ — $ — $ — Initial measurement on September 30, 2020, Level 3 Inputs (1) 6,027,000 8,837,500 14,864,500 Change in fair value recognized in earnings 246,000 87,500 333,500 Derivative warrant liabilities – Level 3, at December 31, 2020 6,273,000 8,925,000 15,198,000 Change in fair value recognized in earnings 61,500 175,000 236,500 Derivative warrant liabilities – Level 3, at March 31, 2021 6,334,500 9,100,000 15,434,500 Change in fair value recognized in earnings (793,965 ) (1,137,500 ) (1,931,465 ) Derivative warrant liabilities – Level 3, at June 30, 2021 5,540,535 7,962,500 13,503,035 Change in fair value recognized in earnings (1,414,967 ) (2,033,500 ) (3,448,467 ) Derivative warrant liabilities – Level 3, at September 30, 2021 4,125,568 5,929,000 10,054,568 Transfer of Public Warrants to Level 1 — (5,929,000 ) (5,929,000 ) Change in fair value recognized in earnings (187,723 ) — (187,723 ) Derivative warrant liabilities – Level 3, at December 31, 2021 3,937,845 — 3,937,845 Change in fair value recognized in earnings (2,338,845 ) — (2,338,845 ) Derivative warrant liabilities – Level 3, at March 31, 2022 1,599,000 — 1,599,000 Change in fair value recognized in earnings (921,526 ) — (921,526 ) Derivative warrant liabilities – Level 3, at June 30, 2022 677,474 — 677,474 Change in fair value recognized in earnings (384,734 ) — (384,734 ) Derivative warrant liabilities – Level 3, at September 30, 2022 $ 292,740 $ — $ 292,740 (1) There was no measurable difference in fair value between the date of the Company’s Initial Public Offering on September 24, 2020, and September 30, 2020. On September 27, 2022, the Company’s Sponsor contributed to the Company for purposes of making a deposit into the Company’s IPO Trust Account of an aggregate of 200,000 shares of Class B common stock (to be converted into Class C common stock) to extend the date by which the Company has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. The fair value of the Class B common stock is calculated by multiplying the probability of a transaction by the Class A share price. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The following table provides quantitative information regarding Level 3 fair value measurements of the Class B common stock: As of Stock price $ 9.90 Probability of completing a Business Combination 50.00 % The following table presents the changes in the fair value of Class B common stock: Class B Initial measurement on September 30, 2022 $ 990,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and has concluded that all such events that would require adjustment of disclosure have been recognized and disclosed. On October 17, 2022, the Sponsor elected to convert 3,000,000 shares of its Class B Common Stock of the Company into 3,000,000 shares of Class A Common Stock of the Company (the “Converted Shares”). Following the conversion, the Sponsor owned 1,175,000 shares of Class B Common Stock, and the Company had 5,046,609 shares of Class A Common Stock outstanding. On October 24, 2022, the Company’s Class A Common Stock, redeemable warrants and units (consisting of one share of Class A Common Stock and one-half of one redeemable warrant) (collectively, the “Securities”) commenced trading on the OTC Pink; the Company previously announced its intention to voluntarily delist the Securities from the New York Stock Exchange (“NYSE”), and that the last day of trading on the NYSE would be October 21, 2022.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods.
Reclassifications	Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Certain balances in the September 30, 2021 cash flow have been presented on a net basis to conform to the current period presentation. Such reclassifications have no effect on net income as previously reported.
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 standards 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, the assets held in the Trust Account were held primarily in U.S. Treasury Bills.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, 2,046,609 and 17,500,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company has classified all of the shares of Class A common stock as temporary equity. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of September 30, 2022, and December 31, 2021, are reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds allocated to public warrants (8,837,500 ) Class A shares offering costs (9,454,542 ) Plus: Accretion of carrying value to redemption value 18,292,042 Class A common stock subject to possible redemption as of December 31, 2021 175,000,000 Less: Proxy redemption (154,874,304 ) Plus: Accretion of carrying value to redemption value 387,869 Class A common stock subject to possible redemption as of September 30, 2022 $ 20,513,565
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between temporary equity, stockholders’ equity (deficit) and expense. The portion of offering costs allocated to the public warrants has been charged to expense. The portion of the offering costs allocated to the public shares has been charged to temporary equity. On September 24, 2020, offering costs amounting to $9,957,390 (consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees and $507,390 of other offering costs, net of a $175,000 credit paid by the Underwriter) were allocated as follows: $502,848 in offering costs was charged to expense and $9,454,542 was charged to temporary equity.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 September 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 Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants to purchase 14,900,000 shares of Class A common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted income (loss) per share, since the warrants are contingent upon the occurrence of future events and average market price of the Company’s Class A common stock for the three and nine month periods ended September 30, 2022 and September 30, 2021, was below the Warrants’ $11.50 exercise price. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B convertible common stock (the “Founder Shares”). Earnings and losses are shared pro-rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income per share of common stock Numerator: Allocation of net income $ 4,548,378 $ 1,171,190 $ 2,647,730 $ 661,933 $ 10,678,694 $ 2,695,931 $ 3,710,416 $ 927,603 Denominator: Basic weighted average shares outstanding 16,990,548 4,375,000 17,250,000 4,375,000 17,329,558 4,375,000 17,500,000 4,375,000 Basic net income per share of common stock $ 0.27 $ 0.27 $ 0.15 $ 0.15 $ 0.62 $ 0.62 $ 0.21 $ 0.21
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.
Going Concern	Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by September 21, 2023, then the Company will cease all operations, except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 21, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of ordinary shares subject to possible redemption	Gross proceeds $ 175,000,000 Less: Proceeds allocated to public warrants (8,837,500 ) Class A shares offering costs (9,454,542 ) Plus: Accretion of carrying value to redemption value 18,292,042 Class A common stock subject to possible redemption as of December 31, 2021 175,000,000 Less: Proxy redemption (154,874,304 ) Plus: Accretion of carrying value to redemption value 387,869 Class A common stock subject to possible redemption as of September 30, 2022 $ 20,513,565
Schedule of basic and diluted net income per share of common stock	For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income per share of common stock Numerator: Allocation of net income $ 4,548,378 $ 1,171,190 $ 2,647,730 $ 661,933 $ 10,678,694 $ 2,695,931 $ 3,710,416 $ 927,603 Denominator: Basic weighted average shares outstanding 16,990,548 4,375,000 17,250,000 4,375,000 17,329,558 4,375,000 17,500,000 4,375,000 Basic net income per share of common stock $ 0.27 $ 0.27 $ 0.15 $ 0.15 $ 0.62 $ 0.62 $ 0.21 $ 0.21

Income Tax (Tables)

Income Tax (Tables)	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of deferred tax asset	Deferred tax asset Organizational costs/Start-up expenses $ — Federal Net Operating Loss 301,936 Total deferred tax asset 301,936 Valuation allowance (301,936 ) Deferred tax asset, net of allowance $ —
Schedule of federal income tax rate to the company’s effective tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (20.5 )% Valuation allowance 1.3 % Income tax provision 1.8 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Description September 30, Quoted Prices Significant Significant Assets: Cash, marketable securities, and other securities held in Trust Account $ 21,565,725 $ 20,575,725 $ — $ 990,000 Liabilities: Derivative Warrant Liabilities – Public Warrants $ 378,875 $ 378,875 $ — $ — Derivative Warrant Liabilities – Private Placement Warrants $ 292,740 $ — $ — $ 292,740 Description December 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 175,109,162 $ 175,109,162 $ — $ — Liabilities: Derivative Warrant Liabilities – Public Warrants $ 5,600,000 $ 5,600,000 $ — $ — Derivative Warrant Liabilities – Private Placement Warrants $ 3,937,845 $ — $ — $ 3,937,845
Schedule of quantitative information regarding level 3 fair value measurements	As of As of Stock price $ 9.90 $ 9.83 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 1.03 % 13.67 % Risk-free rate 4.12 % 0.71 % Dividend yield 0.00 % 0.00 % Probability of completing a Business Combination 50.00 % 70.00 % As of Stock price $ 9.90 Probability of completing a Business Combination 50.00 %
Schedule of changes in the fair value of warrant liabilities	Private Public Total Fair value as of March 18, 2020 (inception) $ — $ — $ — Initial measurement on September 30, 2020, Level 3 Inputs (1) 6,027,000 8,837,500 14,864,500 Change in fair value recognized in earnings 246,000 87,500 333,500 Derivative warrant liabilities – Level 3, at December 31, 2020 6,273,000 8,925,000 15,198,000 Change in fair value recognized in earnings 61,500 175,000 236,500 Derivative warrant liabilities – Level 3, at March 31, 2021 6,334,500 9,100,000 15,434,500 Change in fair value recognized in earnings (793,965 ) (1,137,500 ) (1,931,465 ) Derivative warrant liabilities – Level 3, at June 30, 2021 5,540,535 7,962,500 13,503,035 Change in fair value recognized in earnings (1,414,967 ) (2,033,500 ) (3,448,467 ) Derivative warrant liabilities – Level 3, at September 30, 2021 4,125,568 5,929,000 10,054,568 Transfer of Public Warrants to Level 1 — (5,929,000 ) (5,929,000 ) Change in fair value recognized in earnings (187,723 ) — (187,723 ) Derivative warrant liabilities – Level 3, at December 31, 2021 3,937,845 — 3,937,845 Change in fair value recognized in earnings (2,338,845 ) — (2,338,845 ) Derivative warrant liabilities – Level 3, at March 31, 2022 1,599,000 — 1,599,000 Change in fair value recognized in earnings (921,526 ) — (921,526 ) Derivative warrant liabilities – Level 3, at June 30, 2022 677,474 — 677,474 Change in fair value recognized in earnings (384,734 ) — (384,734 ) Derivative warrant liabilities – Level 3, at September 30, 2022 $ 292,740 $ — $ 292,740
Schedule of changes in the fair value of Class B common stock	Class B Initial measurement on September 30, 2022 $ 990,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended		9 Months Ended
	Sep. 27, 2022	Sep. 21, 2022	Sep. 21, 2022	Sep. 24, 2020	Sep. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Offering costs (in Dollars)					$ 9,957,390
Underwriting fees (in Dollars)					3,500,000
Deferred underwriting fees (in Dollars)					6,125,000
Other offering costs (in Dollars)					507,390
Offset credit paid by underwriter (in Dollars)					175,000
Cash (in Dollars)					$ 1,436,262
Initial public offering, description				Following the closing of the Initial Public Offering on September 24, 2020, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-end investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.
Aggregate fair market value, percentage					80%
Percentage of outstanding voting securities					50%
Public share price per share (in Dollars per share)					$ 10
Net tangible assets (in Dollars)					$ 5,000,001
Ne tangible book value (in Dollars)			$ 5,000,001
Public share percentage					20%
Public shares redeem percentage					100%
Common stock shares		200,000	200,000
Preferred stock shares		20,000,000	20,000,000
Ownership percentage			20%
Public price per share (in Dollars per share)					$ 10
Reduction per share (in Dollars)					$ 10
Stockholders holding description		At the special meeting of stockholders on September 21, 2022, in connection with the extension, stockholders holding 15,453,391 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $154,874,303 (approximately $10.02 per share), which included $340,393 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 2,046,609 shares of Class A common stock outstanding and the aggregate amount remaining in the Trust Account at the time was $20,511,170.
Special Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		20,000,000	20,000,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants				17,500,000
Sale of stock price per share (in Dollars per share)				$ 10
Generating gross proceeds (in Dollars)				$ 175,000,000
Common stock shares		100,000,000	100,000,000
IPO [Member] | Minimum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		86,000,000	86,000,000
IPO [Member] | Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		120,000,000	120,000,000
Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants					6,150,000
Sale of stock price per share (in Dollars per share)					$ 1
Generating gross proceeds (in Dollars)					$ 6,150,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		45,000,000	45,000,000
Class B Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		10,000,000	10,000,000
Class C Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares		25,000,000	25,000,000
Convertible common stock	200,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description					The Company initially had until September 21, 2022 (or such later date as may be approved by the stockholders in an amendment to the Certificate of Incorporation) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income tax obligations and net of up to $50,000 of interest available to be used for liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 24, 2020	Sep. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Textual)
Aggregate offering cost	$ 9,957,390
Underwriting fees	3,500,000
Deferred underwriting fees	6,125,000
Other offering costs	507,390
Underwriting gross proceeds	175,000
Federal depository insurance corporation coverage		$ 250,000
Underwriter [Member]
Summary of Significant Accounting Policies (Textual)
Offering costs	502,848
Stockholders’ equity	$ 9,454,542
IPO [Member]
Summary of Significant Accounting Policies (Textual)
Warrants to purchase (in Shares)		14,900,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Textual)
Common stock subject to possible redemption (in Shares)		2,046,609	17,500,000
Warrants’ exercise price (in Dollars per share)		$ 11.5

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to possible redemption - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Ordinary Shares Subject To Possible Redemption Abstract
Gross proceeds		$ 175,000,000
Less:
Proceeds allocated to public warrants		(8,837,500)
Class A shares offering costs		(9,454,542)
Plus:
Accretion of carrying value to redemption value	$ 387,869	18,292,042
Class A common stock subject to possible redemption	20,513,565	$ 175,000,000
Less:
Proxy redemption	$ (154,874,304)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income	$ 4,548,378	$ 2,647,730	$ 10,678,694	$ 3,710,416
Denominator:
Basic weighted average shares outstanding	16,990,548	17,250,000	17,329,558	17,500,000
Basic net income per share of common stock	$ 0.27	$ 0.15	$ 0.62	$ 0.21
Class B Common Stock [Member]
Numerator:
Allocation of net income	$ 1,171,190	$ 661,933	$ 2,695,931	$ 927,603
Denominator:
Basic weighted average shares outstanding	4,375,000	4,375,000	4,375,000	4,375,000
Basic net income per share of common stock	$ 0.27	$ 0.15	$ 0.62	$ 0.21

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Initial Public Offering (Details) [Line Items]
Sale of units | shares	17,500,000
Price per share | $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock, description	Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of warrants (in Shares) | shares	6,150,000
Warrant price per share	$ 1
Aggregate purchase price (in Dollars) | $	$ 6,150,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Sep. 27, 2022

Nov. 05, 2020

Oct. 13, 2020

Aug. 03, 2020

Mar. 20, 2020

Sep. 24, 2020

Sep. 16, 2020

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Related Party Transactions (Details) [Line Items]

Stockholders' equity note, stock split

On August 3, 2020, the Company effected a 1.4-for-1 forward stock split of its issued and outstanding shares of Class B convertible common stock, resulting in an aggregate of 5,031,250 Founder Shares being outstanding, of which an aggregate of up to 656,250 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).

Sponsor owned shares (in Shares)

4,175,000

4,175,000

Office space, utilities and secretarial and administrative expense

$ 10,000

Services fee

$ 30,000

$ 90,000

$ 30,000

$ 90,000

Accrued expenses

$ 242,000

$ 242,000

$ 152,000

Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Founder shares forfeited (in Shares)

656,250

Common Class B [Member]

Related Party Transactions (Details) [Line Items]

Common stock, shares issued (in Shares)

4,375,000

4,375,000

4,375,000

Common stock, shares outstanding (in Shares)

4,375,000

4,375,000

4,375,000

Initial Public Offering [Member]

Related Party Transactions (Details) [Line Items]

Aggregate shares (in Shares)

200,000

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Founder shares, description

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares following the Initial Public Offering until the earlier to occur of: (A) one year after the completion of the Initial Business Combination, or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory note

$ 150,000

Working capital loan amount

$ 1,500,000

$ 1,500,000

Warrant price per share (in Dollars per share)

$ 1

Sponsor [Member] | Initial Public Offering [Member]

Related Party Transactions (Details) [Line Items]

Related party loan

$ 150,000

Sponsor [Member] | Common Class B [Member]

Related Party Transactions (Details) [Line Items]

Purchase of founder common stock (in Shares)

3,593,750

Issuance of common stock for aggregate price

$ 25,000

Price per share (in Dollars per share)

$ 0.007

Issued and outstanding shares percentage

20%

Redeem public shares percentage

100%

100%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		9 Months Ended	12 Months Ended
	Aug. 22, 2022	Aug. 16, 2022	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Deferred fee per unit price (in Dollars per share)			$ 0.35
Deferred underwriters fee			$ 1,531,250	$ 6,125,000
Deferred underwriting commission	$ 4,593,750
Income recognized	$ 4,593,750
Excise tax, percentage		1%	1%
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriters fee			$ 6,125,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 21, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock issued
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000	20,000,000
Special common stock		20,000,000
Shares outstanding percentage of initial public offering	20%
Public warrants expire	5 years
Warrants for redemption, description	●in whole and not in part; ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption;   ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to adjustment as described below) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and   ●If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.
Effective issue price (in Dollars per share)	$ 9.2
Market value issuance percentage (in Dollars per share)	$ 9.2
Fair market value percentage	115%
Warrant price per share (in Dollars per share)	$ 18
Market value issuance	180%
Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Preferred stock issued	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001
Business Combination [Member]
Stockholders’ Deficit (Details) [Line Items]
Equity interest percentage	50%
Class A Convertible Common stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares	75,000,000
Common stock, shares authorized		45,000,000
Common shares subject to possible redemption	17,500,000		17,500,000
Class A Convertible Common stock [Member] | Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares issued	2,046,609		17,500,000
Common stock, shares outstanding	2,046,609		17,500,000
Class B Convertible Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares	10,000,000
Common stock, shares authorized	10,000,000		10,000,000
Common stock, shares issued	4,375,000		4,375,000
Common stock, shares outstanding	4,375,000		4,375,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		10,000,000
Class C Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued
Common stock, shares outstanding

Income Tax (Details)

Income Tax (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal and state net operating loss carryovers	$ 0	$ 248,838
Ownership interest percentage	50%

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of deferred tax asset	Sep. 30, 2022 USD ($)
Schedule Of Deferred Tax Asset Abstract
Organizational costs/Start-up expenses
Federal Net Operating Loss	301,936
Total deferred tax asset	301,936
Valuation allowance	(301,936)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate	9 Months Ended
	Sep. 30, 2022
Schedule Of Federal Income Tax Rate To The Company SEffective Tax Rate Abstract
Statutory federal income tax rate	21%
State taxes, net of federal tax benefit	0%
Permanent Book/Tax Differences	(20.50%)
Valuation allowance	1.30%
Income tax provision	1.80%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 27, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value cash		$ 0	$ 0	$ 195
Interest income		$ 673,497	$ 673,497
Aggregate shares (in Shares)	200,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Cash, marketable securities, and other securities held in Trust Account	$ 21,565,725	$ 175,109,162
Liabilities:
Derivative Warrant Liabilities – Public Warrants	378,875	5,600,000
Derivative Warrant Liabilities – Private Placement Warrants	292,740	3,937,845
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash, marketable securities, and other securities held in Trust Account	20,575,725	175,109,162
Liabilities:
Derivative Warrant Liabilities – Public Warrants	378,875	5,600,000
Derivative Warrant Liabilities – Private Placement Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash, marketable securities, and other securities held in Trust Account
Liabilities:
Derivative Warrant Liabilities – Public Warrants
Derivative Warrant Liabilities – Private Placement Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash, marketable securities, and other securities held in Trust Account	990,000
Liabilities:
Derivative Warrant Liabilities – Public Warrants
Derivative Warrant Liabilities – Private Placement Warrants	$ 292,740	$ 3,937,845

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 9.9	$ 9.83
Strike price (in Dollars per share)	$ 11.5	$ 11.5
Term (in years)	5 years	5 years
Volatility	1.03%	13.67%
Risk-free rate	4.12%	0.71%
Dividend yield	0%	0%
Probability of completing a Business Combination	50%	70%
Class B Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 9.9
Probability of completing a Business Combination	50%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)		3 Months Ended								6 Months Ended
		Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		$ 677,474	$ 1,599,000	$ 3,937,845	$ 10,054,568	$ 13,503,035	$ 15,434,500	$ 15,198,000
Initial measurement on September 30, 2020, Level 3 Inputs	[1]									14,864,500
Change in fair value recognized in earnings		(384,734)	(921,526)	(2,338,845)	(187,723)	(3,448,467)	(1,931,465)	236,500	$ 333,500
Fair value ending balance		292,740	677,474	1,599,000	3,937,845	10,054,568	13,503,035	15,434,500	15,198,000
Transfer of Public Warrants to Level 1					(5,929,000)
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		677,474	1,599,000	3,937,845	4,125,568	5,540,535	6,334,500	6,273,000
Initial measurement on September 30, 2020, Level 3 Inputs	[1]									6,027,000
Change in fair value recognized in earnings		(384,734)	(921,526)	(2,338,845)	(187,723)	(1,414,967)	(793,965)	61,500	246,000
Fair value ending balance		292,740	677,474	1,599,000	3,937,845	4,125,568	5,540,535	6,334,500	6,273,000
Transfer of Public Warrants to Level 1
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance					5,929,000	7,962,500	9,100,000	8,925,000
Initial measurement on September 30, 2020, Level 3 Inputs	[1]									$ 8,837,500
Change in fair value recognized in earnings						(2,033,500)	(1,137,500)	175,000	87,500
Fair value ending balance						$ 5,929,000	$ 7,962,500	$ 9,100,000	$ 8,925,000
Transfer of Public Warrants to Level 1					$ (5,929,000)
[1]There was no measurable difference in fair value between the date of the Company’s Initial Public Offering on September 24, 2020, and September 30, 2020.

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of changes in the fair value of Class B common stock	Sep. 30, 2022 USD ($)
Class B Common Stock [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Class B common stock [Line Items]
Initial measurement	$ 990,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Oct. 17, 2022 shares
Class B Convertible Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares	3,000,000
Class A Convertible Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares	3,000,000
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, share outstanding	5,046,609
Sponsor [Member] | Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares	1,175,000