Research Alliance Corp II (RACB) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity Registrant Name	Research Alliance Corp. II
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39373
Entity Tax Identification Number	85-2019822
Entity Address, Address Line One	3172 North Rainbow Blvd. #1278
Entity Address, City or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address, Postal Zip Code	89108
City Area Code	617
Local Phone Number	778.2500
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RACB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001819724
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,449,000
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,737,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 402,355	$ 1,050,573
Prepaid expenses	93,017	204,891
Total Current Assets	495,372	1,255,464
Investments held in Trust Account	150,374,929	149,511,634
Total Assets	150,870,301	150,767,098
Current liabilities:
Accounts payable	11,192	20,441
Accrued expenses	56,543	158,000
Total Current Liabilities	67,735	178,441
Deferred underwriting commissions	5,232,500	5,232,500
Total Liabilities	5,300,235	5,410,941
Commitments and Contingencies
Stockholders' Equity (Deficit)
Accumulated deficit	(4,643,653)	(4,144,267)
Total Stockholders' Equity (Deficit)	(4,643,229)	(4,143,843)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	150,870,301	150,767,098
Class A redeemable common stock
Current liabilities:
Class A common stock, $0.0001 par value; 14,950,000 shares subject to possible redemption at redemption value at $10.05 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively	150,213,295	149,500,000
Class A common stock
Stockholders' Equity (Deficit)
Common stock	50	50
Class B common stock
Stockholders' Equity (Deficit)
Common stock	$ 374	$ 374

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A redeemable common stock
Temporary equity, par value	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	14,950,000	14,950,000
Temporary equity, par value, (per share)	$ 10.05	$ 10
Class A common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	499,000	499,000
Common shares, shares outstanding	499,000	499,000
Class B common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	3,737,500	3,737,500
Common shares, shares outstanding	3,737,500	3,737,500

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs	$ 173,239	$ 148,105	$ 649,386	$ 313,052
Loss from operations	(173,239)	(148,105)	(649,386)	(313,052)
Other income:
Interest earned on marketable securities held in Trust Account	660,065	3,768	863,295	7,865
Net income (loss)	$ 486,826	$ (144,337)	$ 213,909	$ (305,187)
Class A redeemable common stock
Other income:
Weighted average shares outstanding, basic	14,950,000	14,950,000	14,950,000	10,514,286
Weighted average shares outstanding, diluted	14,950,000	14,950,000	14,950,000	10,514,286
Basic net loss per share	$ 0.03	$ (0.01)	$ 0.01	$ (0.02)
Diluted net loss per share	$ 0.03	$ 0.01	$ (0.01)	$ (0.02)
Class A and B non-redeemable common stock
Other income:
Weighted average shares outstanding, basic	4,236,500	4,236,500	4,236,500	3,943,802
Weighted average shares outstanding, diluted	4,236,500	4,236,500	4,236,500	3,943,802
Basic net loss per share	$ 0.03	$ (0.01)	$ 0.01	$ (0.02)
Diluted net loss per share	$ 0.03	$ (0.01)	$ 0.01	$ (0.02)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A common stock Common Stock Private placement	Class A common stock Common Stock	Class A common stock Private placement	Class B common stock Common Stock	Additional Paid-in Capital Private placement	Additional Paid-in Capital	Accumulated Deficit Private placement	Accumulated Deficit	Private placement	Total
Balance at the beginning at Dec. 31, 2020				$ 374		$ 24,626		$ (7,864)		$ 17,136
Balance at the beginning (in shares) at Dec. 31, 2020				3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)						0		(28,659)		(28,659)
Issuance of Common Stock to Sponsor	$ 50				$ 4,989,950		$ 0		$ 4,990,000
Issuance of Common Stock to Sponsor (in shares)	499,000
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital						(5,014,576)		0		(5,014,576)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit						0		(3,688,127)		(3,688,127)
Balance at the end at Mar. 31, 2021		$ 50		$ 374		0		(3,724,650)		(3,724,226)
Balance at the end (in shares) at Mar. 31, 2021		499,000		3,737,500
Balance at the beginning at Dec. 31, 2020				$ 374		24,626		(7,864)		17,136
Balance at the beginning (in shares) at Dec. 31, 2020				3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)		$ (221,940)		$ (83,247)						(305,187)
Balance at the end at Sep. 30, 2021		$ 50		$ 374		0		(4,001,178)		(4,000,754)
Balance at the end (in shares) at Sep. 30, 2021		499,000		3,737,500
Balance at the beginning at Mar. 31, 2021		$ 50		$ 374		0		(3,724,650)		(3,724,226)
Balance at the beginning (in shares) at Mar. 31, 2021		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)						0		(132,191)		(132,191)
Balance at the end at Jun. 30, 2021		$ 50		$ 374		0		(3,856,841)		(3,856,417)
Balance at the end (in shares) at Jun. 30, 2021		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)		$ (112,466)		$ (31,871)		0		(144,337)		(144,337)
Balance at the end at Sep. 30, 2021		$ 50		$ 374		$ 0		(4,001,178)		(4,000,754)
Balance at the end (in shares) at Sep. 30, 2021		499,000		3,737,500
Balance at the beginning at Dec. 31, 2021		$ 50		$ 374				(4,144,267)		(4,143,843)
Balance at the beginning (in shares) at Dec. 31, 2021		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)								(291,108)		(291,108)
Balance at the end at Mar. 31, 2022		$ 50		$ 374				(4,435,375)		(4,434,951)
Balance at the end (in shares) at Mar. 31, 2022		499,000		3,737,500
Balance at the beginning at Dec. 31, 2021		$ 50		$ 374				(4,144,267)		(4,143,843)
Balance at the beginning (in shares) at Dec. 31, 2021		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)		$ 166,677		$ 47,232						213,909
Issuance of Common Stock to Sponsor			$ 5,000,000							25,000
Issuance of Common Stock to Sponsor (in shares)			499,000
Balance at the end at Sep. 30, 2022		$ 50		$ 374				(4,643,653)		(4,643,229)
Balance at the end (in shares) at Sep. 30, 2022		499,000		3,737,500
Balance at the beginning at Mar. 31, 2022		$ 50		$ 374				(4,435,375)		(4,434,951)
Balance at the beginning (in shares) at Mar. 31, 2022		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)								18,191		18,191
Balance at the end at Jun. 30, 2022		$ 50		$ 374				(4,417,184)		(4,416,760)
Balance at the end (in shares) at Jun. 30, 2022		499,000		3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)		$ 379,332		$ 107,494				486,826		486,826
Increase in redemption value of Class A common stock subject to possible redemption								(713,295)		(713,295)
Balance at the end at Sep. 30, 2022		$ 50		$ 374				$ (4,643,653)		$ (4,643,229)
Balance at the end (in shares) at Sep. 30, 2022		499,000		3,737,500

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net income (loss)			$ 213,909	$ (305,187)
Interest earned on marketable securities held in Trust Account	$ (660,065)	$ (3,768)	(863,295)	(7,865)
Changes in operating assets and liabilities:
Prepaid expenses			111,874	(247,141)
Accounts payable			(9,249)	49,298
Accrued expenses			(101,457)	84,114
Net cash used in operating activities			(648,218)	(426,781)
Cash Flows from Investing Activities
Investment of cash into Trust Account				(149,500,000)
Net cash used in investing activities				(149,500,000)
Cash Flows from Financing Activities
Proceeds from issuance of common stock to Sponsor in a private placement				4,990,000
Payment of Offering Costs				(3,339,348)
Repayment of Related Party Note				(300,000)
Net cash provided by financing activities				150,850,652
Net Change in Cash			(648,218)	923,871
Cash - beginning of the period			1,050,573	224,455
Cash - end of the period	$ 402,355	$ 1,148,326	$ 402,355	1,148,326
Non-cash investing and financing activities:
Deferred underwriting commissions in connection with the initial public offering				(5,232,500)
Class A redeemable common stock
Cash Flows from Financing Activities
Proceeds from issuance of Class A redeemable common stock				$ 149,500,000

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations ​ Research Alliance Corp. II (the “Company”) is a newly organized blank check company incorporated on July 17, 2020 (inception) as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement its management team's background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the healthcare industry. In particular, the Company will target companies in the biotechnology sector where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from July 17, 2020 (inception) through September 30, 2022 relates to the Company's formation, the initial public offering (the “Initial Public Offering”) described below and, since the Initial Public Offering, the Company’s search for a target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income derived from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Research Alliance Holdings II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering, and sold 14,950,000 shares of Class A common stock for $ 10.00 per share, generating gross proceeds of $ 149.5 million, and incurring offering costs of approximately $8.6 million, inclusive of approximately $5.2 million in deferred underwriting commissions (Note 5). Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 499,000 shares of Class A Common Stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”) at a purchase price of $ 10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $ 5.0 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has not consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase the Initial Public Offering shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, $149.5 million ( $10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account (“Trust Account”), located in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 assets held in the Trust Account as described below. The Company will provide the holders of its outstanding shares of Class A common stock, par value $0.0001 (the “Class A common stock”), sold in the Initial Public Offering (each, a “Stockholder” and collectively, the “Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) 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 Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (anticipated to be $10.05 per Public Share). The per-share amount to be distributed to Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, directors and executive officers have agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Company’s Sponsor, directors and executive officers have agreed to waive its redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares owned by it in connection with the completion of a Business Combination. ​ Notwithstanding the foregoing, the Company’s second amended and restated certificate of incorporation provides that a Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify 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 or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 22, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish 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, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company’s obligations to provide for claims of creditors and the requirements of other applicable law. The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had $0.4 million in its operating bank account and working capital of $0.4 million. The Company’s liquidity needs have been satisfied prior to the completion of the Company’s Initial Public Offering through receipt of a $25,000 capital contribution from the Company’s Sponsor in exchange for the issuance of the Founder Shares to the Company’s Sponsor and a commitment from the Company’s Sponsor to loan the Company up to $300,000 to cover expenses in connection with the Initial Public Offering. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan of $300,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022, the Company had no borrowings under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or March 22, 2023. Over this time period, the Company will be using these funds for the purpose of paying existing accounts payable, identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until the end of the Combination Period ( 24 months, or March 22, 2023) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Currently, no adjustments have been made to the carrying amounts of assets or liabilities. Management continues to search for a prospective Business Combination. 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 operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. The impact of this action and related sanctions on the world economy are not determinable as of the date of this report, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this report. ​ 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 inhibit the Company’s ability to complete a Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited interim 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 18, 2022 which contains the audited financial statements and notes thereto. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended September 30, ​ For the Nine Months Ended September 30, ​ 2022 2021 2022 2021 Class A Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 379,332 ​ $ (112,466) ​ $ 166,677 ​ $ (221,940) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A redeemable ordinary shares, basic and diluted ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 10,514,286 Basic and diluted net income (loss) per share $ 0.03 $ (0.01) ​ $ 0.01 ​ $ (0.02) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of income (loss) ​ $ 107,494 ​ $ (31,871) ​ $ 47,232 ​ $ (83,247) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A and B non-redeemable ordinary shares, basic and diluted ​ 4,236,500 ​ ​ 4,236,500 ​ ​ 4,236,500 ​ 3,943,802 Basic and diluted income (loss) per share ​ $ 0.03 ​ $ (0.01) ​ $ 0.01 ​ $ (0.02) ​ Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock, sold in the Company’s initial public offering, 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, 14,950,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s unaudited condensed balance sheets. The Company has classified all of the shares of Class A common stock, not sold under the Private Placement, as redeemable. Additionally, the Company recorded accretion to adjust the initial carry value of the redeemable shares of Class A common stock to redemption value. The Company’s Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 149,500,000 Less: ​ Class A common stock offering costs ​ (8,694,975) Plus: ​ Accretion of carrying value to redemption value ​ 8,694,975 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 149,500,000 Increase in redemption value of Class A common stock subject to possible redemption ​ ​ 713,295 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 150,213,295 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. See Note 7 for additional information on assets and liabilities measured at fair value. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 events. 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 had approximately $0.4 and $1.1 million in cash as of September 30, 2022 and December 31, 2021, respectively. The Company had approximately $150.4 and $149.5 million in cash equivalents held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively, and had no cash equivalents, held outside of the Trust, as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds. The Company presents its investments in money market funds on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering in March 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their settlement is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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. FASB ASC 740, “Income Taxes”, 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. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering On March 22, 2021, pursuant to the Initial Public Offering, the Company sold 14,950,000 shares of Class A common stock (the “Public Shares”), including the issuance of 1,950,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $149.5 million.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On July 23, 2020, the Sponsor paid $25,000 in consideration for 3,737,500 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001 per share (the “common stock”). The Company filed an Amended and Restated Certificate of Incorporation on March 17, 2021, such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On March 22, 2021, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture. The Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares 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 shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share 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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Shares Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 499,000 Class A Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $5.0 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1. 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). In October 2020, the Company borrowed $0.3 million under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $0.3 million were repaid in full in March 2021, and the Note facility is no longer available. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share. As of September 30, 2022 and December 31, 2021, there are no Working Capital Loans outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration and Stockholder Rights Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and “piggyback” registration and stockholder rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective 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 Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on March 22, 2021. The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $5.2 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	Note 6 - Stockholders’ Equity (Deficit) Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there was no preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 499,000 Class A shares issued and outstanding , excluding 14,950,000 Class A shares subject to possible redemption. Class B common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 3,737,500 shares of Class B common stock issued and outstanding . In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,737,500 shares of common stock that were outstanding became shares of Class B common stock, of which 487,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company’s issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on March 22, 2021; thus, these Founder Shares are no longer subject to forfeiture. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement shares). The Company’s Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 7 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices Significant Other Significant Other ​ ​ ​ ​ ​ in Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ September 30, 2022 (Level 1) ​ (Level 2) ​ (Level 3) Assets held in Trust Account: ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 150,374,929 ​ $ 150,374,929 ​ $ — ​ $ — Total ​ $ 150,374,929 ​ $ 150,374,929 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices Significant Other Significant Other ​ ​ ​ ​ in Active Markets ​ Observable Inputs ​ Unobservable Inputs Description December 31, 2021 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 149,511,634 ​ $ 149,511,634 ​ $ — ​ $ — Total ​ $ 149,511,634 ​ $ 149,511,634 ​ $ — ​ $ — ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2022. Level 1 instruments include investments in money market funds. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 8 - Subsequent Events The Company evaluated subsequent events and transactions that occurred through the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited interim 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 18, 2022 which contains the audited financial statements and notes thereto.
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended September 30, ​ For the Nine Months Ended September 30, ​ 2022 2021 2022 2021 Class A Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 379,332 ​ $ (112,466) ​ $ 166,677 ​ $ (221,940) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A redeemable ordinary shares, basic and diluted ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 10,514,286 Basic and diluted net income (loss) per share $ 0.03 $ (0.01) ​ $ 0.01 ​ $ (0.02) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of income (loss) ​ $ 107,494 ​ $ (31,871) ​ $ 47,232 ​ $ (83,247) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A and B non-redeemable ordinary shares, basic and diluted ​ 4,236,500 ​ ​ 4,236,500 ​ ​ 4,236,500 ​ 3,943,802 Basic and diluted income (loss) per share ​ $ 0.03 ​ $ (0.01) ​ $ 0.01 ​ $ (0.02)
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock, sold in the Company’s initial public offering, 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, 14,950,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s unaudited condensed balance sheets. The Company has classified all of the shares of Class A common stock, not sold under the Private Placement, as redeemable. Additionally, the Company recorded accretion to adjust the initial carry value of the redeemable shares of Class A common stock to redemption value. The Company’s Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 149,500,000 Less: ​ Class A common stock offering costs ​ (8,694,975) Plus: ​ Accretion of carrying value to redemption value ​ 8,694,975 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 149,500,000 Increase in redemption value of Class A common stock subject to possible redemption ​ ​ 713,295 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 150,213,295
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. See Note 7 for additional information on assets and liabilities measured at fair value.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 events.
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 had approximately $0.4 and $1.1 million in cash as of September 30, 2022 and December 31, 2021, respectively. The Company had approximately $150.4 and $149.5 million in cash equivalents held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively, and had no cash equivalents, held outside of the Trust, as of September 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds. The Company presents its investments in money market funds on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering in March 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their settlement is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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. FASB ASC 740, “Income Taxes”, 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. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Schedule of computation of basic and diluted net income (loss) 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 Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 379,332 ​ $ (112,466) ​ $ 166,677 ​ $ (221,940) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A redeemable ordinary shares, basic and diluted ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 14,950,000 ​ ​ 10,514,286 Basic and diluted net income (loss) per share $ 0.03 $ (0.01) ​ $ 0.01 ​ $ (0.02) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Common Stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of income (loss) ​ $ 107,494 ​ $ (31,871) ​ $ 47,232 ​ $ (83,247) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding of Class A and B non-redeemable ordinary shares, basic and diluted ​ 4,236,500 ​ ​ 4,236,500 ​ ​ 4,236,500 ​ 3,943,802 Basic and diluted income (loss) per share ​ $ 0.03 ​ $ (0.01) ​ $ 0.01 ​ $ (0.02)
Schedule of class A ordinary shares subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 149,500,000 Less: ​ Class A common stock offering costs ​ (8,694,975) Plus: ​ Accretion of carrying value to redemption value ​ 8,694,975 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 149,500,000 Increase in redemption value of Class A common stock subject to possible redemption ​ ​ 713,295 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 150,213,295

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices Significant Other Significant Other ​ ​ ​ ​ ​ in Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ September 30, 2022 (Level 1) ​ (Level 2) ​ (Level 3) Assets held in Trust Account: ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 150,374,929 ​ $ 150,374,929 ​ $ — ​ $ — Total ​ $ 150,374,929 ​ $ 150,374,929 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices Significant Other Significant Other ​ ​ ​ ​ in Active Markets ​ Observable Inputs ​ Unobservable Inputs Description December 31, 2021 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 149,511,634 ​ $ 149,511,634 ​ $ — ​ $ — Total ​ $ 149,511,634 ​ $ 149,511,634 ​ $ — ​ $ —

Organization and Business Ope_2

Organization and Business Operations (Details)			3 Months Ended	9 Months Ended
	Aug. 16, 2022	Mar. 22, 2021 USD ($) M D Y $ / shares shares	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Organization and Business Operations
Offering costs					$ 3,339,348
Deferred underwriting commissions				$ 5,232,500		$ 5,232,500
Proceeds from Issuance of Private Placement					$ 4,990,000
Months to complete acquisition | M		24
Cash				402,355		$ 1,050,573
Working capital				400,000
Issuance of Common Stock to Sponsor				25,000
Loan from sponsor				$ 300,000
Percentage of excise tax on fair market value	1%
Federal
Organization and Business Operations
Percentage of excise tax on fair market value	1%
Related Party Loans
Organization and Business Operations
Price per share | $ / shares				$ 10
Working capital loans				$ 1,500,000
Class A common stock
Organization and Business Operations
Common shares, par value, (per share) | $ / shares				$ 0.0001		$ 0.0001
Private Placement Warrants | Class A common stock
Organization and Business Operations
Months to complete acquisition | M		24
Working capital loans warrant | Related Party Loans
Organization and Business Operations
Working capital loans				$ 0		$ 0
IPO
Organization and Business Operations
Price per share | $ / shares		$ 10
Proceeds from Issuance of Private Placement		$ 149,500,000
Months to complete acquisition | M		24
Threshold minimum aggregate fair market value as percentage of assets held in trust account		80%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination		50%
Threshold percentage of public shares subject to redemption without company's prior written consent		15%
Threshold business days for redemption of public shares | D		10
Maximum allowed dissolution expenses		$ 100,000
IPO | Class A common stock
Organization and Business Operations
Issuance of common stock in initial public offering (in shares) | shares		14,950,000
Price per share | $ / shares		$ 10		$ 10.05
Proceeds from Issuance of Common Stock		$ 149,500,000
Offering costs		8,600,000
Deferred underwriting commissions		$ 5,200,000
Common shares, par value, (per share) | $ / shares		$ 0.0001
Condition for future business combination threshold net tangible assets		$ 5,000,001
Private placement
Organization and Business Operations
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		1		30
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		150
Issuance of Common Stock to Sponsor			$ 4,990,000
Private placement | Class A common stock
Organization and Business Operations
Issuance of common stock in initial public offering (in shares) | shares		499,000		499,000
Price per share | $ / shares		$ 10		$ 10
Proceeds from Issuance of Private Placement		$ 5,000,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Months to complete acquisition | M		24
Issuance of Common Stock to Sponsor				$ 5,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents
Cash	$ 402,355	$ 1,050,573
Cash equivalents	0	0
Investments held in Trust Account	$ 150,374,929	$ 149,511,634

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net loss Per Share of Common Stock (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of net income (loss)	$ 486,826	$ 18,191	$ (291,108)	$ (144,337)	$ (132,191)	$ (28,659)	$ 213,909	$ (305,187)
Class A common stock | Common Stock
Numerator:
Allocation of net income (loss)	$ 379,332			$ (112,466)			$ 166,677	$ (221,940)
Denominator:
Basic net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Diluted net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Class B common stock | Common Stock
Numerator:
Allocation of net income (loss)	$ 107,494			$ (31,871)			$ 47,232	$ (83,247)
Denominator:
Basic net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Diluted net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Class A redeemable common stock
Denominator:
Weighted-average shares outstanding, Basic	14,950,000			14,950,000			14,950,000	10,514,286
Weighted-average shares outstanding, Diluted	14,950,000			14,950,000			14,950,000	10,514,286
Basic net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Diluted net income (loss) per share	$ 0.03			$ 0.01			$ (0.01)	$ (0.02)
Class A redeemable common stock | Common Stock
Denominator:
Weighted-average shares outstanding, Basic	14,950,000			14,950,000			14,950,000	10,514,286
Weighted-average shares outstanding, Diluted	14,950,000			14,950,000			14,950,000	10,514,286
Class A and B non-redeemable common stock
Denominator:
Weighted-average shares outstanding, Basic	4,236,500			4,236,500			4,236,500	3,943,802
Weighted-average shares outstanding, Diluted	4,236,500			4,236,500			4,236,500	3,943,802
Basic net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Diluted net income (loss) per share	$ 0.03			$ (0.01)			$ 0.01	$ (0.02)
Class A and B non-redeemable common stock | Common Stock
Denominator:
Weighted-average shares outstanding, Basic	4,236,500			4,236,500			4,236,500	3,943,802
Weighted-average shares outstanding, Diluted	4,236,500			4,236,500			4,236,500	3,943,802

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of class A ordinary shares subject to redemption (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Increase in redemption value of Class A common stock subject to possible redemption	$ 713,295
Class A redeemable common stock
Temporary Equity [Line Items]
Gross proceeds			$ 149,500,000
Class A common stock offering costs			(8,694,975)
Accretion of carrying value to redemption value			8,694,975
Increase in redemption value of Class A common stock subject to possible redemption		$ 713,295
Class A common stock subject to possible redemption	$ 150,213,295	$ 150,213,295	$ 149,500,000

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Class A redeemable common stock
Stock subject to possible redemption	14,950,000	14,950,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Mar. 22, 2021	Sep. 30, 2022
IPO
Subsidiary, Sale of Stock [Line Items]
Price per share	$ 10
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock in initial public offering (in shares)	14,950,000
Price per share	$ 10	$ 10.05
Proceeds from issuance of Class A redeemable common stock	$ 149.5
Over-allotment option | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock in initial public offering (in shares)	1,950,000	1,950,000
Price per share		$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)							9 Months Ended
	Jul. 23, 2020 $ / shares shares	Jul. 23, 2020 $ / shares shares	Jul. 23, 2020 $ / shares shares	Jul. 23, 2020 USD ($) $ / shares shares	Jul. 23, 2020 Y $ / shares shares	Jul. 23, 2020 D $ / shares shares	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 $ / shares	Mar. 22, 2021 shares
Related Party Transaction [Line Items]
Issuance of Common Stock to Sponsor | $							$ 25,000
Shares subject to forfeiture | shares									0
Class A common stock
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares							$ 0.0001	$ 0.0001
Sponsor
Related Party Transaction [Line Items]
Issuance of Common Stock to Sponsor | $				$ 25,000
Issuance of Common Stock to Sponsor (in shares) | shares			3,737,500
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					1	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D						30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Sponsor | Class A common stock
Related Party Transaction [Line Items]
Shares subject to forfeiture | shares	487,500	487,500	487,500	487,500	487,500	487,500
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)		1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 22, 2021 D Y $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	Jul. 23, 2020 USD ($)
Related Party Transaction [Line Items]
Issuance of Common Stock to Sponsor				$ 25,000
Repayment of promissory note - related party					$ 300,000
Private placement
Related Party Transaction [Line Items]
Issuance of Common Stock to Sponsor			$ 4,990,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	1			30
Private placement | Class A common stock
Related Party Transaction [Line Items]
Issuance of Common Stock to Sponsor (in shares) | shares	499,000			499,000
Issuance of Common Stock to Sponsor				$ 5,000,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Price per share | $ / shares	$ 10			$ 10
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Amount borrowed under related party note							$ 300,000
Repayment of promissory note - related party		$ 300,000
Working capital loans				$ 1,500,000
Price per share | $ / shares				$ 10
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Working capital loans				$ 0		$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
	Mar. 22, 2021	Sep. 30, 2022	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Underwriting discount per unit		$ 0.20
Underwriting discount		$ 3,000,000
Deferred fee per unit		$ 0.35
Deferred underwriting fee payable		$ 5,232,500	$ 5,232,500
Class A common stock | Over-allotment option
Commitments And Contingencies [Line Items]
Issuance of common stock in initial public offering (in shares)	1,950,000	1,950,000
Price per share		$ 10

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Preferred Stock Shares (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity (Deficit)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Mar. 22, 2021 shares
Class of Stock [Line Items]
Shares subject to forfeiture			0
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	499,000	499,000
Common shares, shares outstanding (in shares)	499,000	499,000
Class A redeemable common stock
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	14,950,000
Class A common stock subject to possible redemption, outstanding (in shares)	14,950,000	14,950,000
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	3,737,500	3,737,500
Common shares, shares outstanding (in shares)	3,737,500	3,737,500
Shares subject to forfeiture	487,500
Ratio to be applied to the stock in the conversion	20
Percent of issued and outstanding shares of common stock	20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Assets:
Cash equivalents	$ 150,374,929	$ 150,374,929	$ 149,511,634
Money market funds
Assets:
Cash equivalents	150,374,929	150,374,929	149,511,634
Transfer of assets from level 1 to level 2	0	0
Transfer of assets from level 2 to level 1	0	0
Transfer of assets in and out of level 3	0	0
Level 1
Assets:
Cash equivalents	150,374,929	150,374,929	149,511,634
Level 1 | Money market funds
Assets:
Cash equivalents	$ 150,374,929	$ 150,374,929	$ 149,511,634