CONX (CNXX) 10-Q 8 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-39677
Entity Registrant Name	CONX Corp.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	85-2728630
Entity Address, Address Line One	5701 S
Entity Address, Address Line Two	Santa Fe Dr.
Entity Address, City or Town	Littleton
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80120
City Area Code	303
Local Phone Number	472-1542
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Central Index Key	0001823000
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	CONXU
Security Exchange Name	NASDAQ
Class A - Common stock
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CONX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		75,030,000
Warrants.
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CONXW
Security Exchange Name	NASDAQ
Class B - Common stock
Entity Common Stock, Shares Outstanding		18,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 373,994	$ 750,369
Prepaid expenses	51,689	70,000
Other receivable		3,508
Total current assets	425,683	823,877
Investments held in trust account	753,012,735	750,080,355
Total assets	753,438,418	750,904,232
Current liabilities:
Accounts payable	6,531
Accrued expenses	452,000	286,011
Income taxes payable	721,204	12,746
Total current liabilities	1,179,735	298,757
Deferred legal fees	275,000	275,000
Deferred underwriting fee payable	26,250,000	26,250,000
Derivative warrant liabilities	2,403,658	25,871,666
Total liabilities	30,108,393	52,695,423
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(26,671,853)	(51,793,069)
Total Stockholders' Deficit	(26,669,975)	(51,791,191)
Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders' Deficit	753,438,418	750,904,232
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock subject to possible redemption, 75,000,000 shares at redemption value of $10.00 per share	750,000,000	750,000,000
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit:
Common stock	3	3
Class B - Common stock
Stockholders' Deficit:
Common stock	$ 1,875	$ 1,875

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A - Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Class A Common Stock Subject to Redemption
Shares subject to possible redemption	75,000,000	75,000,000
Redemption price per share	$ 10	$ 10
Class A Common Stock Not Subject to Redemption
Common stock, shares issued	30,000	30,000
Common stock, shares outstanding	30,000	30,000
Class B - Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	18,750,000	18,750,000
Common stock, shares outstanding	18,750,000	18,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expenses	$ 238,080	$ 92,765	$ 553,213	$ 389,537
Loss from operations	(238,080)	(92,765)	(553,213)	(389,537)
Other income
Change in fair value of derivative warrant liabilities	2,560,092	6,016,667	23,468,008	11,130,834
Interest income on investments held in Trust Account	2,398,717	18,907	2,932,381	56,309
Total other income	4,958,809	6,035,574	26,400,389	11,187,143
Income before income tax expense	4,720,729	5,942,809	25,847,176	10,797,606
Income tax expense	594,708	4,420	725,960	13,885
Net income	$ 4,126,021	$ 5,938,389	$ 25,121,216	$ 10,783,721
Class A - Common stock.
Weighted average common shares outstanding, basic and diluted
Weighted average common shares outstanding, basic	75,030,000	75,020,000	75,030,000	75,015,699
Weighted average common shares outstanding, diluted	75,030,000	75,020,000	75,030,000	75,015,699
Basic net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Diluted net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Class B - Common stock
Weighted average common shares outstanding, basic and diluted
Weighted average common shares outstanding, basic	18,750,000	18,750,000	18,750,000	18,750,000
Weighted average common shares outstanding, diluted	18,750,000	18,750,000	18,750,000	18,750,000
Basic net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Diluted net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock Class A - Common stock	Common Stock Class B - Common stock	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 1	$ 1,875	$ (71,149,143)	$ (71,147,267)
Balance at the beginning (in shares) at Dec. 31, 2020	10,000	18,750,000
Issuance of Director Shares	$ 1			1
Issuance of director shares (in shares)	10,000
Net income (loss)			8,671,529	8,671,529
Balance at the ending at Mar. 31, 2021	$ 2	$ 1,875	(62,477,614)	(62,475,737)
Balance at the ending (in shares) at Mar. 31, 2021	20,000	18,750,000
Balance at the beginning at Dec. 31, 2020	$ 1	$ 1,875	(71,149,143)	(71,147,267)
Balance at the beginning (in shares) at Dec. 31, 2020	10,000	18,750,000
Net income (loss)				10,783,721
Balance at the ending at Sep. 30, 2021	$ 2	$ 1,875	(60,365,422)	(60,363,545)
Balance at the ending (in shares) at Sep. 30, 2021	20,000	18,750,000
Balance at the beginning at Mar. 31, 2021	$ 2	$ 1,875	(62,477,614)	(62,475,737)
Balance at the beginning (in shares) at Mar. 31, 2021	20,000	18,750,000
Net income (loss)			(3,826,197)	(3,826,197)
Balance at the ending at Jun. 30, 2021	$ 2	$ 1,875	(66,303,811)	(66,301,934)
Balance at the ending (in shares) at Jun. 30, 2021	20,000	18,750,000
Net income (loss)			5,938,389	5,938,389
Balance at the ending at Sep. 30, 2021	$ 2	$ 1,875	(60,365,422)	(60,363,545)
Balance at the ending (in shares) at Sep. 30, 2021	20,000	18,750,000
Balance at the beginning at Dec. 31, 2021	$ 3	$ 1,875	(51,793,069)	(51,791,191)
Balance at the beginning (in shares) at Dec. 31, 2021	30,000	18,750,000
Net income (loss)			12,727,972	12,727,972
Balance at the ending at Mar. 31, 2022	$ 3	$ 1,875	(39,065,097)	(39,063,219)
Balance at the ending (in shares) at Mar. 31, 2022	30,000	18,750,000
Balance at the beginning at Dec. 31, 2021	$ 3	$ 1,875	(51,793,069)	(51,791,191)
Balance at the beginning (in shares) at Dec. 31, 2021	30,000	18,750,000
Net income (loss)				25,121,216
Balance at the ending at Sep. 30, 2022	$ 3	$ 1,875	(26,671,853)	(26,669,975)
Balance at the ending (in shares) at Sep. 30, 2022	30,000	18,750,000
Balance at the beginning at Mar. 31, 2022	$ 3	$ 1,875	(39,065,097)	(39,063,219)
Balance at the beginning (in shares) at Mar. 31, 2022	30,000	18,750,000
Net income (loss)			8,267,223	8,267,223
Balance at the ending at Jun. 30, 2022	$ 3	$ 1,875	(30,797,874)	(30,795,996)
Balance at the ending (in shares) at Jun. 30, 2022	30,000	18,750,000
Net income (loss)			4,126,021	4,126,021
Balance at the ending at Sep. 30, 2022	$ 3	$ 1,875	$ (26,671,853)	$ (26,669,975)
Balance at the ending (in shares) at Sep. 30, 2022	30,000	18,750,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash flows from Operating Activities:
Net income			$ 25,121,216	$ 10,783,721
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	$ (2,398,717)	$ (18,907)	(2,932,381)	(56,309)
Change in fair value of derivative warrant liabilities	(2,560,092)	(6,016,667)	(23,468,008)	(11,130,834)
Changes in operating assets and liabilities:
Prepaid expenses			18,312	(550)
Other receivable			3,508
Accounts payable			6,531	(110,516)
Accrued expenses			165,989	161,000
Income taxes payable			708,458	7,960
Net cash used in operating activities			(376,375)	(345,528)
Net change in cash			(376,375)	(345,528)
Cash-beginning of the period			750,369	1,211,837
Cash-end of the period	$ 373,994	$ 866,309	373,994	866,309
Supplemental Disclosure of Non-cash Financing and Investing Activities:
Reinvestment of interest earned on Trust Account investments			$ 2,932,381	$ 56,309

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2022
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CONX Corp. (the “Company”) was incorporated in Nevada on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from its operational expertise in the technology, media and telecommunications (“TMT”) industries, including the wireless communications industry. As of September 30, 2022, the Company had not commenced operations. All activity for the period from August 26, 2020 (inception) through September 30, 2022 relates to the Company’s initial public offering and subsequent search for a potential Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generated non-operating income in the form of interest income on investments held in a Trust Account (as defined below) from the net proceeds derived from the Initial Public Offering (as defined below). The Company recognizes changes in the fair value of warrant liability as other income (expense). On October 11, 2022, the Company determined that it will convert all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company no longer intends to invest the net proceeds in securities or interest-bearing accounts prior to an initial business combination. Accordingly, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will no longer increase, which will limit the interest income available for payment of taxes and dissolution expenses for distribution to public shareholders in connection with our liquidation or in connection with the consummation of our business combination. The Company’s Sponsor is nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $750.0 million (the “Initial Public Offering”), and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, a total of $750.0 million ($10.00 per Unit), consisting of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. On October 11, 2022, the Company determined that it will convert all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating 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 net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 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 of 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public 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). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, “Distinguishing Liabilities From Equity”, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. In connection with a Business Combination, the Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of Incorporation (the “Articles 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 transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public 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 initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the shares granted to them as compensation (the “Independent Director Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor, Messrs. Charles W. Ergen and Jason Kiser (the “initial stockholders”) have agreed not to propose an amendment to the Articles of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by June 3, 2023, as extended (see Note 9) (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 The initial stockholders and independent directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Independent Director Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or independent directors 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 the 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 other funds held in the Trust Account that will be available to fund the redemption of the 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 targets 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. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Certain information or footnote disclosures normally included in the unaudited condensed financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-K, as filed with the SEC on March 16, 2022. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the period ended December 31, 2022 or for any future periods. Going Concern Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loan. The Company will be required to liquidate and dissolve if the Business Combination is not completed by June 3, 2023 (as extended, see Note 9). Management intends to seek additional financing to the extent current funds are insufficient to meet the Company’s working capital needs until completion of a Business Combination or mandatory liquidation. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that the specific impact is not readily determinable as of the date of the Balance Sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies 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 limit 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the Balance Sheets. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statements of Operations. Derivative assets and liabilities are classified on the Balance Sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the Statement of Operations in the period of change. Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in the Trust Account are classified as trading securities, which are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in gain on marketable investments, dividends and interest held in the Trust Account in the accompanying Statement of Operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Use of Estimates The preparation of 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 during the reporting period. The determination of the fair value of the warrant liabilities is a significant accounting estimate included in these unaudited condensed financial statements. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2022 and December 31, 2021. Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the Statements of Operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public 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). The Company will proceed with a Business Combination if 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 Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public 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 initial stockholders have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the Independent Director Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. 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). Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net income per common share. Accretion associated with the Class A common stock subject to possible redemption excluded from earnings per share as the redemption value approximates fair value. When calculating its diluted net income per share, the Company has not considered the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The calculation excludes 18,750,000 Public Warrants and 11,333,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 3,780,559 ​ $ 345,461 ​ $ 20,683,449 ​ $ 4,437,767 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 75,030,000 ​ ​ 18,750,000 ​ ​ 75,030,000 ​ ​ 18,750,000 Basic and diluted net income per share ​ $ 0.04 ​ $ 0.04 ​ $ 0.27 ​ $ 0.27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 4,750,711 ​ $ 1,187,678 ​ $ 8,626,977 ​ $ 2,156,744 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 75,020,000 ​ 18,750,000 ​ 75,015,699 ​ 18,750,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.12 ​ $ 0.12 ​ 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 unaudited condensed 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. Net deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units at $10.00 per Unit, generating gross proceeds of $750.0 million, and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one

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 August 28, 2020, Charles W. Ergen (the “Founder”) purchased an aggregate of 28,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.001 per share and transferred 2,875,000 Founder Shares to Jason Kiser, the Company’s Chief Executive Officer, for approximately the same per-share price initially paid by the Founder. On October 21, 2020, the Founder and Mr. Kiser contributed their Founder Shares to the Sponsor, in return for proportionate equity interests, resulting in the Sponsor holding 28,750,000 Founder Shares. On October 23, 2020, the Sponsor forfeited 7,187,500 Founder Shares, resulting in the Sponsor holding 21,562,500 Founder Shares. All share and per share amounts have been restated to reflect the forfeited shares. On December 14, 2020, as a result of the underwriters not exercising the over-allotment option, the Sponsor forfeited 2,812,500 Founder Shares, resulting in the Sponsor holding 18,750,000 Founder Shares. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) 180 days after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,333,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 28, 2020, the Founder agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Prior to November 3, 2020, the Company borrowed $373,000 under the Note. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds. No future borrowings are permitted. 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, 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 does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, Independent Director Shares and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement signed at the effective date of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement neither provides for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement The underwriters received an underwriting discount of $0.20 per unit, or $15,000,000 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit, or $26,250,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay approximately $275,000 of such fees upon the consummation of the initial Business Combination, which was recorded as deferred legal fees in the Balance Sheets as of September 30, 2022 and December 31, 2021.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 6—Stockholders’ Deficit Class A Common Stock including 75,000,000 shares of Class A common stock subject to possible redemption and 30,000 Independent Director Shares not subject to redemption as of September 30, 2022 and December 31, 2021, respectively. On October 23, 2020, the Company granted 10,000 Independent Director Shares to Gerald Gorman, and on January 27, 2021, the Company granted 10,000 Independent Director Shares to Adrian Steckel. On October 29, 2021, Mr. David K. Moskowitz was appointed as a new director to the board of directors of the Company and was granted 10,000 Independent Director Shares. The Independent Director Shares will vest on the date of the consummation of a Business Combination, subject to continued service on the Company’s board of directors until that date. The Company’s independent directors have entered or, in the case of independent directors subsequently appointed, will enter into a letter agreement with the Company pursuant to which they will be subject to the same transfer restrictions and waivers as the Company’s initial stockholders, Sponsor, officers and directors with respect to their Founder Shares, as discussed in Note 1 and Note 4. Class B Common Stock Holders of record of Class A common stock and holders of record of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of stock entitling the holder to one vote, except as required by law or stock exchange rule, and except that prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of two The Class B common stock will automatically convert into Class A common stock at the time of the 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 described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of the shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (excluding Independent Director Shares and after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrants
Warrants	Note 7—Warrants As of September 30, 2022 and December 31, 2021, the Company had 18,750,000 Public Warrants and 11,333,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30 - trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at $0.10 per warrant provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30 - trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and ● if the closing price of Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 8—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets and liabilities that were accounted for 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 inputs the Company utilized to determine such fair value. Significant deviations from these estimates and inputs could result in a material change in fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level 2022 Liabilities: ​ Private Placement Warrants 2 ​ $ 905,533 Public Warrants 1 ​ $ 1,498,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 2021 Liabilities: ​ Private Placement Warrants 2 ​ $ 9,746,666 Public Warrants 1 ​ $ 16,125,000 ​ Warrant Liabilities As of September 30, 2022 and December 31, 2021, the Company’s derivative warrant liabilities were valued at $2,403,658 and $25,871,666, respectively. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the Balance Sheets. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the Statement of Operations. Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of September 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CONXW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2 as of September 30, 2022 and December 31, 2021. The following table presents the changes in the fair value of derivative warrant liabilities during the nine months ended September 30, 2022 and September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate ​ ​ Private ​ Public ​ Warrant ​ Warrants Warrants Liability Fair value as of December 31, 2021 ​ $ 9,746,666 ​ $ 16,125,000 ​ $ 25,871,666 Change in fair value(1)(2) ​ (8,841,133) ​ (14,626,875) ​ (23,468,008) Fair value as of September 30, 2022 ​ $ 905,533 ​ $ 1,498,125 ​ $ 2,403,658 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Statement of Operations. (2) During the nine months ended September 30, 2022 and December 31, 2021, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate ​ ​ Private ​ Public ​ Warrant ​ Warrants Warrants Liability Fair value as of December 31, 2020 ​ $ 17,226,666 ​ $ 28,500,000 ​ $ 45,726,666 Change in fair value(1)(2) ​ (4,193,334) ​ (6,937,500) ​ (11,130,834) Fair value as of September 30, 2021 ​ $ 13,033,332 ​ $ 21,562,500 ​ $ 34,595,832 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Statement of Operations. (2) During the nine months ended September 30, 2021, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 9—Subsequent Events The Company evaluated events that have occurred after the Balance Sheet date through the date on which the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, except as described below. The Company filed a Form 8-K on November 1, 2022 notifying stockholders of the approval at the meeting of stockholders held on October 31, 2022 (the “Special Meeting”) to extend the date by which the Company must consummate a business combination from November 3, 2022 to June 3, 2023 (the “Extension”). Stockholders holding 66,651,616 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $669.9 million (approximately $10.05 per share) was removed from the Trust Account to pay such redeeming holders. The Extension will provide the Company with additional time to complete a business combination. The Company has begun preliminary discussions with DISH Network Corp. (“DISH”) regarding a potential business combination involving DISH’s retail wireless business (which we refer to as the “Transaction”). The Company expects to announce additional details regarding the potential business combination if and when a definitive agreement is executed. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the Transaction will be consummated or the timeframe for such consummation. Any business combination, including the Transaction, would be subject to, among other things, negotiation between the parties, significant due diligence, appropriate board and shareholder approvals, regulatory approvals and other conditions. We have agreed to obtain an opinion from an independent investment banking firm or a valuation or appraisal firm regarding the fairness to the Company from a financial point of view of a business combination with any entity that is affiliated with our Sponsor or any of the Company’s officers or directors, including the Transaction. In addition, we intend to appoint a special committee of independent and disinterested directors to evaluate and if appropriate negotiate and approve the terms of any Transaction. In connection with the Extension, our Sponsor has agreed to advance to the Company (i) $0.02 for each public share that is not redeemed in connection with the Special Meeting plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the 3rd day of each subsequent month, or portion thereof, that we require to complete a business combination from November 3, 2022 until June 3, 2023. The Sponsor made the initial advance payment to the Trust Account of $166,967.68. Each additional contribution will be deposited in the Trust Account on or before the 3rd day of such calendar month. The advances will not bear interest to our Sponsor or its designee and will be repayable by the Company to our Sponsor or its designee upon the earlier of: (i) the consummation of the business combination or (ii) our liquidation. The Sponsor has waived any and all rights to the monies held in the Trust Account with respect to those advances. Our Sponsor or its designee will have the sole discretion whether to continue extending for additional calendar months until June 3, 2023 and if our Sponsor determines not to continue extending for additional calendar months, its obligation to make additional advances will terminate. At the option of the Sponsor, up to $1,500,000 of the loan may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant. On October 31, 2022, the Company issued a promissory note in the principal amount of up to $1,168,773.76 On October 11, 2022, the Company determined that it will convert all of its investments in the Trust Account into cash, which will remain in the Trust Account. The Company no longer intends to invest the net proceeds in securities or interest-bearing accounts prior to an initial business combination. Accordingly, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will no longer increase, which will limit the interest income available for payment of taxes and dissolution expenses for distribution to public shareholders in connection with our liquidation or in connection with the consummation of our business combination.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
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 limit 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.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the Balance Sheets. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statements of Operations. Derivative assets and liabilities are classified on the Balance Sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the Statement of Operations in the period of change.
Investments Held in Trust Account	Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in the Trust Account are classified as trading securities, which are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in gain on marketable investments, dividends and interest held in the Trust Account in the accompanying Statement of Operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Use of Estimates	Use of Estimates The preparation of 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 during the reporting period. The determination of the fair value of the warrant liabilities is a significant accounting estimate included in these unaudited condensed financial statements. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2022 and December 31, 2021.
Offering Costs Associated with The Initial Public Offering	Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the Statements of Operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public 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). The Company will proceed with a Business Combination if 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 Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public 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 initial stockholders have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the Independent Director Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. 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).
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net income per common share. Accretion associated with the Class A common stock subject to possible redemption excluded from earnings per share as the redemption value approximates fair value. When calculating its diluted net income per share, the Company has not considered the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The calculation excludes 18,750,000 Public Warrants and 11,333,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 3,780,559 ​ $ 345,461 ​ $ 20,683,449 ​ $ 4,437,767 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 75,030,000 ​ ​ 18,750,000 ​ ​ 75,030,000 ​ ​ 18,750,000 Basic and diluted net income per share ​ $ 0.04 ​ $ 0.04 ​ $ 0.27 ​ $ 0.27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 4,750,711 ​ $ 1,187,678 ​ $ 8,626,977 ​ $ 2,156,744 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 75,020,000 ​ 18,750,000 ​ 75,015,699 ​ 18,750,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.12 ​ $ 0.12 ​
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 unaudited condensed 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. Net deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Schedule of basic and diluted net income per share of common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 3,780,559 ​ $ 345,461 ​ $ 20,683,449 ​ $ 4,437,767 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 75,030,000 ​ ​ 18,750,000 ​ ​ 75,030,000 ​ ​ 18,750,000 Basic and diluted net income per share ​ $ 0.04 ​ $ 0.04 ​ $ 0.27 ​ $ 0.27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 4,750,711 ​ $ 1,187,678 ​ $ 8,626,977 ​ $ 2,156,744 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 75,020,000 ​ 18,750,000 ​ 75,015,699 ​ 18,750,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.12 ​ $ 0.12

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of Company's assets and liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level 2022 Liabilities: ​ Private Placement Warrants 2 ​ $ 905,533 Public Warrants 1 ​ $ 1,498,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 2021 Liabilities: ​ Private Placement Warrants 2 ​ $ 9,746,666 Public Warrants 1 ​ $ 16,125,000
Schedule of changes in the fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate ​ ​ Private ​ Public ​ Warrant ​ Warrants Warrants Liability Fair value as of December 31, 2021 ​ $ 9,746,666 ​ $ 16,125,000 ​ $ 25,871,666 Change in fair value(1)(2) ​ (8,841,133) ​ (14,626,875) ​ (23,468,008) Fair value as of September 30, 2022 ​ $ 905,533 ​ $ 1,498,125 ​ $ 2,403,658 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Statement of Operations. (2) During the nine months ended September 30, 2022 and December 31, 2021, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate ​ ​ Private ​ Public ​ Warrant ​ Warrants Warrants Liability Fair value as of December 31, 2020 ​ $ 17,226,666 ​ $ 28,500,000 ​ $ 45,726,666 Change in fair value(1)(2) ​ (4,193,334) ​ (6,937,500) ​ (11,130,834) Fair value as of September 30, 2021 ​ $ 13,033,332 ​ $ 21,562,500 ​ $ 34,595,832 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of derivative warrant liabilities in the Statement of Operations. (2) During the nine months ended September 30, 2021, there were no transfers into or out of the Level 1, Level 2, or Level 3 classifications.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details)			9 Months Ended
	Oct. 11, 2022 USD ($)	Nov. 03, 2020 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares
Description of Organization, Business Operations and Basis of Presentation
Condition for future business combination number of businesses minimum | item			1
Unit Price | $ / shares			$ 10
Deferred underwriting commissions | $		$ 26,300,000	$ 26,250,000
Investment maturity period			185 days
Percentage of business fair market value to net assets held in Trust Account			80%
Minimum voting interest ownership of post-transaction company to effect business combination (as a percent)			50%
Initial redemption price after business combination (in dollar per share) | $ / shares			$ 10
Minimum net tangible assets upon consummation of business combination | $			$ 5,000,001
Minimum percentage of shares that can be redeemed without prior consent of the Company			15%
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination			100%
Threshold trading days to redeem the shares			10 days
Maximum
Description of Organization, Business Operations and Basis of Presentation
Interest to pay dissolution expenses | $	$ 100,000		$ 100,000
Working Capital Loans Member
Description of Organization, Business Operations and Basis of Presentation
Price of warrants | $ / shares			$ 1.50
Amount of loans outstanding | $			$ 0	$ 0
Class A - Common stock
Description of Organization, Business Operations and Basis of Presentation
Common stock, par value | $ / shares			$ 0.0001	$ 0.0001
IPO and Private Placement
Description of Organization, Business Operations and Basis of Presentation
Unit Price | $ / shares		$ 10
Gross proceeds | $		$ 750,000,000
IPO
Description of Organization, Business Operations and Basis of Presentation
Number of units issued | shares		75,000,000
Unit Price | $ / shares		$ 10
Gross proceeds | $		$ 750,000,000
Deferred offering costs paid | $		42,300,000
Deferred underwriting commissions | $		$ 26,300,000
IPO | Class A - Common stock
Description of Organization, Business Operations and Basis of Presentation
Common stock, par value | $ / shares			0.0001
Private Placement
Description of Organization, Business Operations and Basis of Presentation
Number of shares issuable per warrant (in shares) | shares		11,333,333
Number of shares issuable per warrant (in shares) | shares		1
Price of warrants | $ / shares		$ 1.50
Proceeds from issuance of warrants | $		$ 17,000,000
Private Placement | Class A - Common stock
Description of Organization, Business Operations and Basis of Presentation
Exercise price of warrants (in dollars per share) | $ / shares		$ 11.50	$ 11.50
Number of shares issuable per warrant (in shares) | shares		1	1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock
Investment maturity period			185 days
NAV per unit	$ 1		$ 1
Cash equivalents	$ 0		$ 0		$ 0
Initial redemption price after business combination (in dollar per share)	$ 10		$ 10
Minimum percentage of shares that can be redeemed without prior consent of the Company			15%
Unrecognized tax benefits	$ 0		$ 0		0
Amount accrued for payment of interest and penalties	$ 0		$ 0		$ 0
Public Warrants
Subsidiary, Sale of Stock
Warrants issued, excluded from per share, amount	18,750,000	18,750,000	18,750,000	18,750,000
Private Placement Warrants
Subsidiary, Sale of Stock
Warrants issued, excluded from per share, amount	11,333,333	11,333,333	11,333,333	11,333,333
Class A - Common stock
Subsidiary, Sale of Stock
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A - Common stock
Net Income Per Share of Common Stock
Allocation of net income	$ 3,780,559	$ 4,750,711	$ 20,683,449	$ 8,626,977
Weighted average common shares outstanding, basic	75,030,000	75,020,000	75,030,000	75,015,699
Weighted average common shares outstanding, diluted	75,030,000	75,020,000	75,030,000	75,015,699
Basic net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Diluted net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Class B - Common stock
Net Income Per Share of Common Stock
Allocation of net income	$ 345,461	$ 1,187,678	$ 4,437,767	$ 2,156,744
Weighted average common shares outstanding, basic	18,750,000	18,750,000	18,750,000	18,750,000
Weighted average common shares outstanding, diluted	18,750,000	18,750,000	18,750,000	18,750,000
Basic net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12
Diluted net income per common share	$ 0.04	$ 0.06	$ 0.27	$ 0.12

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 03, 2020	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering
Unit Price		$ 10
Deferred underwriting commissions	$ 26,300,000	$ 26,250,000
Class A - Common stock
Initial Public Offering
Common stock, par value		$ 0.0001	$ 0.0001
IPO
Initial Public Offering
Number of units issued	75,000,000
Unit Price	$ 10
Gross proceeds	$ 750,000,000
Deferred offering costs paid	42,300,000
Deferred underwriting commissions	$ 26,300,000
IPO | Public Warrants
Initial Public Offering
Number of warrants in a unit		0.25
IPO | Class A - Common stock
Initial Public Offering
Common stock, par value		$ 0.0001
IPO | Class A - Common stock | Public Warrants
Initial Public Offering
Number of shares in a unit		1
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)		3 Months Ended	9 Months Ended
	Aug. 28, 2020	Mar. 31, 2021	Sep. 30, 2022	Dec. 14, 2020	Oct. 23, 2020	Oct. 21, 2020
Founder Shares
Aggregate purchase price		$ 1
Share issued price			$ 10
Period founder shares could not be transferred from date of initial business combination			180 days
Founder shares | Class B - Common stock
Founder Shares
Shares issued	28,750,000
Aggregate purchase price	$ 25,000
Share issued price	$ 0.001
Founder shares | Class B - Common stock | Jason Kiser
Founder Shares
Number of shares transferred (in shares)	2,875,000
Founder shares | Class B - Common stock | Sponsor
Founder Shares
Shares forfeited				2,812,500	7,187,500
Number of shares holding by the sponsor				18,750,000	21,562,500	28,750,000

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Nov. 03, 2020	Sep. 30, 2022
Private Placement Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Private Placement
Private Placement Warrants
Number of warrants to purchase the shares issued (in shares)	11,333,333
Number of shares issuable per warrant (in shares)	1
Price of warrants	$ 1.50
Proceeds from issuance of warrants	$ 17
Private Placement | Class A - Common stock
Private Placement Warrants
Number of shares issuable per warrant (in shares)	1	1
Exercise price of warrants (in dollars per share)	$ 11.50	$ 11.50

Related Party Transactions - Re

Related Party Transactions - Related party loans (Details) - USD ($)			9 Months Ended
	Nov. 02, 2020	Aug. 28, 2020	Sep. 30, 2022	Dec. 31, 2021
Promissory note | Sponsor
Related Party Loans
Proceeds from related party loan	$ 373,000
Working Capital Loans Member
Related Party Loans
Maximum loans convertible into warrants			$ 1,500,000
Price of warrants			$ 1.50
Amount of loans outstanding			$ 0	$ 0
Maximum | Promissory note | Sponsor
Related Party Loans
Proceeds from related party loan		$ 1,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Nov. 03, 2020
Commitments and Contingencies.
Cash underwriting discount per unit	$ 0.20
Payment of underwriter discount	$ 15,000,000
Deferred fee per unit	$ 0.35
Deferred underwriting commissions	$ 26,250,000		$ 26,300,000
Deferred legal fees	$ 275,000	$ 275,000

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)				9 Months Ended
	Oct. 29, 2021 shares	Jan. 27, 2021 shares	Oct. 23, 2020 shares	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders' Deficit
Common stock, number of votes per share | Vote				1
Conversion ratio				1
Percent of difference between Total Return and Price Threshold Multiplied				20%
Class A - Common stock
Stockholders' Deficit
Common stock, shares authorized				500,000,000	500,000,000
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common Stock Shares Issued Including Temporary Equity				75,030,000	75,030,000
Common Stock Shares Outstanding Including Temporary Equity				75,030,000	75,030,000
Class A - Common stock | Gerald Gorman
Stockholders' Deficit
Shares issued			10,000
Class A - Common stock | Adrian Steckel
Stockholders' Deficit
Shares issued		10,000
Class A - Common stock | Mr. David K. Moskowitz
Stockholders' Deficit
Shares issued	10,000
Class A Common Stock Subject to Redemption
Stockholders' Deficit
Shares subject to possible redemption				75,000,000	75,000,000
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit
Number of independent director shares outstanding				30,000	30,000
Common stock, shares outstanding				30,000	30,000
Class B - Common stock
Stockholders' Deficit
Common stock, shares authorized				50,000,000	50,000,000
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares outstanding				18,750,000	18,750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20%
Founder shares | Class B - Common stock
Stockholders' Deficit
Threshold voting power				0.67

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class A - Common stock
Warrants
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	50%
Threshold trading days for calculating volume-weighted average price	10 days
Class A - Common stock | Maximum
Warrants
Newly Issued Price (in dollars per share)	$ 9.20
Redemption Of Warrants Class Common Stock Underlying Warrants Commencing Five Business Days Prior 30Day Trading Period Member | Class A - Common stock
Warrants
Threshold trading days for calculating Market Value	30 days
Public Warrants
Warrants
Warrants Outstanding	18,750,000	18,750,000
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Threshold maximum period for filing registration statement after business combination	15 days
Warrant expiry term	5 years
Redemption price per warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants | Class A - Common stock
Warrants
Redemption price per warrant (in dollars per share)	$ 0.10
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Is Less Than Usd Eighteen Member
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Threshold number of trading days before sending notice of redemption to warrant holders	3 days
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds USD Eighteen [Member]
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Threshold number of trading days before sending notice of redemption to warrant holders	3 days
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds Usd Ten Member
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Minimum threshold written notice period for redemption of public warrants	3 days
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Private Placement Warrants
Warrants
Warrants Outstanding	11,333,333	11,333,333

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Derivative warrant liabilities	$ 2,403,658	$ 25,871,666
Private Placement Warrants | Level 2
Fair Value Measurements
Derivative warrant liabilities	905,533	9,746,666
Public Warrants | Level 1
Fair Value Measurements
Derivative warrant liabilities	$ 1,498,125	$ 16,125,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes in fair value of warrant liabilities (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value Measurements
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Transfer of assets from level 1 to level 2	$ 0	$ 0	$ 0
Transfer of assets from level 2 to level 1	0	0	0
Transfer of liabilities from level 1 to level 2	0	0	0
Transfer of liabilities from level 2 to level 1	0	0	0
Fair value assets transferred into (out of) level 3	0	0	0
Fair value liabilities transferred into (out of) level 3	0	0	0
Aggregate Warrant Liability
Fair Value Measurements
Fair value as of beginning of period	25,871,666	45,726,666	45,726,666
Change in fair value	(23,468,008)	(11,130,834)
Fair value as of end of period	2,403,658	34,595,832	25,871,666
Public Warrants
Fair Value Measurements
Fair value as of beginning of period	16,125,000	28,500,000	28,500,000
Change in fair value	(14,626,875)	(6,937,500)
Fair value as of end of period	1,498,125	21,562,500	16,125,000
Private Placement Warrants
Fair Value Measurements
Fair value as of beginning of period	9,746,666	17,226,666	17,226,666
Change in fair value	(8,841,133)	(4,193,334)
Fair value as of end of period	$ 905,533	$ 13,033,332	$ 9,746,666

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			9 Months Ended
	Oct. 31, 2022	Oct. 11, 2022	Sep. 30, 2022
Subsequent event
Subsequent Events
Amount withdrawn from trust account to pay redeeming holders	$ 669,900,000
Maximum
Subsequent Events
Interest to pay dissolution expenses		$ 100,000	$ 100,000
Maximum | Subsequent event
Subsequent Events
Interest to pay dissolution expenses		$ 100,000
Sponsor | Subsequent event
Subsequent Events
Agreed advance for each public share that is not redeemed	$ 0.02
Agreed advance for each public share that is not redeemed require to complete business combination	$ 0.02
Initial advance payment to trust account	$ 166,967.68
Exercise price of warrants (in dollars per share)	$ 1.50
Sponsor | Maximum | Subsequent event
Subsequent Events
Maximum loan may be converted into warrants at the option of sponsor	$ 1,500,000
Sponsor | Promissory note | Subsequent event
Subsequent Events
Principal amount	$ 1,168,774
Class A - Common stock | Subsequent event
Subsequent Events
Number of shareholders holding shares exercised their right to redeem shares	66,651,616
Redemption price per share	$ 10.05