KL Acquisition (KLAQ) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 21, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-39850
Entity Registrant Name	KL Acquisition Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2734828
Entity Address, Address Line One	111 West 33rd Street, Suite 1910
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10120
City Area Code	212
Local Phone Number	782-3482
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823323
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	KLAQU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	KLAQ
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,750,000
Redeemable warrants included as part of the units
Document and Entity Information
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	KLAQW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 19,995	$ 549,993
Prepaid expenses	98,957	300,000
Total current assets	118,952	849,993
Cash and investments held in Trust Account	289,284,930	287,569,685
Other non-current assets		4,932
Total assets	289,403,882	288,424,610
Current liabilities:
Accounts payable and accrued expenses	33,594	123,116
Accrued income tax payable	301,335
Franchise tax payable	150,000	144,294
Total current liabilities	484,929	267,410
Warrant Liabilities	738,975	7,830,794
Deferred underwriters' discount	10,062,500	10,062,500
Total liabilities	11,286,404	18,160,704
Commitments and Contingencies
Common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.01 and $10.00 per share as of September 30, 2022 and December 31, 2021	288,558,909	287,500,000
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(10,442,150)	(17,236,813)
Total stockholders' deficit	(10,441,431)	(17,236,094)
Total liabilities, redeemable common stock and stockholders' deficit	289,403,882	288,424,610
Class A common stock subject to redemption
Current liabilities:
Common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.01 and $10.00 per share as of September 30, 2022 and December 31, 2021	288,558,909	287,500,000
Class B common stock
Stockholders' deficit:
Common stock	$ 719	$ 719

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class A common stock subject to redemption
Common stock subject to possible redemption, outstanding (in shares)	28,750,000	28,750,000
Redemption value per share	$ 10.04	$ 10
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

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
Operating costs	$ 216,760	$ 22,995	$ 652,157	$ 600,749
Loss from operations	(216,760)	(22,995)	(652,157)	(600,749)
Other income (expense):
Interest income earned on Trust	1,297,971	3,701	1,715,245	63,609
Change in fair value of warrant liabilities	1,471,608	3,203,728	7,091,819	8,547,301
Warrant issuance costs				(701,643)
Total other income, net	2,769,579	3,207,429	8,807,064	7,909,267
Income before provision for income taxes	2,552,819	3,184,434	8,154,907	7,308,518
Provision for income taxes	(262,074)		(301,335)
Net income	$ 2,290,745	$ 3,184,434	$ 7,853,572	$ 7,308,518
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	28,750,000	28,750,000	28,750,000	27,486,264
Weighted average shares outstanding, diluted	28,750,000	28,750,000	28,750,000	27,486,264
Basic net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Diluted net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Class A common stock subject to redemption
Other income (expense):
Weighted average shares outstanding, basic	28,750,000	28,750,000	28,750,000	27,486,264
Weighted average shares outstanding, diluted	28,750,000	28,750,000	28,750,000	27,486,264
Basic net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Diluted net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	7,187,500	7,187,500	7,187,500	7,187,500
Weighted average shares outstanding, diluted	7,187,500	7,187,500	7,187,500	7,187,500
Basic net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Diluted net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0	$ 719	$ 24,281	$ (71,932)	$ (46,932)
Balance at the beginning (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				8,791,361	8,791,361
Excess of cash received over fair value of private placement warrants			981,483		981,483
Remeasurement of Class A common stock subject to possible redemption			(1,005,764)	(27,058,912)	(28,064,676)
Balance at the end at Mar. 31, 2021		$ 719		(18,339,483)	(18,338,764)
Balance at the end (in shares) at Mar. 31, 2021		7,187,500
Balance at the beginning at Dec. 31, 2020	$ 0	$ 719	24,281	(71,932)	(46,932)
Balance at the beginning (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity
Net income					7,308,518
Balance at the end at Sep. 30, 2021		$ 719		(19,822,326)	(19,821,607)
Balance at the end (in shares) at Sep. 30, 2021		7,187,500
Balance at the beginning at Dec. 31, 2020	$ 0	$ 719	$ 24,281	(71,932)	(46,932)
Balance at the beginning (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock subject to possible redemption					(28,064,676)
Balance at the end at Dec. 31, 2021		$ 719		(17,236,813)	(17,236,094)
Balance at the end (in shares) at Dec. 31, 2021		7,187,500
Balance at the beginning at Mar. 31, 2021		$ 719		(18,339,483)	(18,338,764)
Balance at the beginning (in shares) at Mar. 31, 2021		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				(4,667,277)	(4,667,277)
Balance at the end at Jun. 30, 2021		$ 719		(23,006,760)	(23,006,041)
Balance at the end (in shares) at Jun. 30, 2021		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				3,184,434	3,184,434
Balance at the end at Sep. 30, 2021		$ 719		(19,822,326)	(19,821,607)
Balance at the end (in shares) at Sep. 30, 2021		7,187,500
Balance at the beginning at Dec. 31, 2021		$ 719		(17,236,813)	(17,236,094)
Balance at the beginning (in shares) at Dec. 31, 2021		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				4,144,861	4,144,861
Balance at the end at Mar. 31, 2022		$ 719		(13,091,952)	(13,091,233)
Balance at the end (in shares) at Mar. 31, 2022		7,187,500
Balance at the beginning at Dec. 31, 2021		$ 719		(17,236,813)	(17,236,094)
Balance at the beginning (in shares) at Dec. 31, 2021		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income					7,853,572
Remeasurement of Class A common stock subject to possible redemption					(1,058,909)
Balance at the end at Sep. 30, 2022		$ 719		(10,442,150)	(10,441,431)
Balance at the end (in shares) at Sep. 30, 2022		7,187,500
Balance at the beginning at Mar. 31, 2022		$ 719		(13,091,952)	(13,091,233)
Balance at the beginning (in shares) at Mar. 31, 2022		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				1,417,966	1,417,966
Remeasurement of Class A common stock subject to possible redemption				(203,404)	(203,404)
Balance at the end at Jun. 30, 2022		$ 719		(11,877,390)	(11,876,671)
Balance at the end (in shares) at Jun. 30, 2022		7,187,500
Increase (Decrease) in Stockholders' Equity
Net income				2,290,745	2,290,745
Remeasurement of Class A common stock subject to possible redemption				(855,505)	(855,505)
Balance at the end at Sep. 30, 2022		$ 719		$ (10,442,150)	$ (10,441,431)
Balance at the end (in shares) at Sep. 30, 2022		7,187,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED 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			$ 7,853,572	$ 7,308,518
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account	$ (1,297,971)	$ (3,701)	(1,715,245)	(63,609)
Offering costs allocated to warrants				701,643
Change in fair value of warrant liabilities	(1,471,608)	(3,203,728)	(7,091,819)	(8,547,301)
Changes in current assets and current liabilities:
Prepaid expenses and other non-current assets			205,975	(395,453)
Franchise tax payable			5,706	78,711
Accrued income tax payable			301,335
Accounts payable and accrued expenses			(89,522)	96,928
Net cash used in operating activities			(529,998)	(820,563)
Cash Flows from Investing Activities:
Investment of cash into trust account				(287,500,000)
Net cash used in investing activities				(287,500,000)
Cash Flows from Financing Activities:
Proceeds from the Initial Public Offering, net of underwriters' discount				281,750,000
Proceeds from private placement				7,750,000
Repayment of promissory note to related party			(152,031)	(152,031)
Payments of offering costs				(356,109)
Net cash provided by financing activities				288,991,860
Net Change in Cash			(529,998)	671,297
Cash - Beginning			549,993	0
Cash - Ending	$ 19,995	$ 671,297	19,995	671,297
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of warrant liabilities				19,189,839
Remeasurement of Class A common stock subject to possible redemption			$ 1,058,909
Deferred underwriters' discount payable charged to additional paid-in capital				$ 10,062,500

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General KL Acquisition Corp (the “Company”) was incorporated in Delaware on August 26, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company has selected December 31 as its fiscal year end. As of September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022, relates to the Company’s formation, the Initial Public Offering (“IPO”) described below and the Company’s search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents deposited in the Trust Account (as defined below). The Company’s sponsor is KL Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,166,667 warrants (the “Private Placement Warrants”) in a private placement to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,750,000, which is discussed in Note 4. Transaction costs amounted to $16,344,997 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $532,497 of other offering costs. Of the total transaction cost $701,643 was expensed as non-operating expenses in that statements of operations with the rest of the offering costs charged to stockholders’ deficit. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the Public Warrant (as defined in Note 3) liabilities and the Class A common stock. Trust Account Following the closing of the IPO on January 12, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources, and Going Concern As of September 30, 2022, the Company had cash outside the Trust Account of $19,995 available for working capital needs and working capital of $360,044, which excludes $301,335 of income taxes payable and $150,000 of franchise taxes payable that can be paid with the interest earned on the trust and $274,686 of franchise taxes paid from the operating account which are reimbursable with the interest earned on the trust. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem public shares. The Company anticipates that the cash outside of the Trust Account as of September 30, 2022 will not be sufficient to allow it to operate until January 12, 2023. Until the consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, its officers and directors, or their respective affiliates (as described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Company’s Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If it is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but is not necessarily limited to, curtailing operations, suspending the pursuit of the Company’s business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 12, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur and an extension not approved by the stockholders, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 12, 2023. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in the Company’s target markets and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by stockholders to extend the period of time to complete the Business Combination (the “extension vote”) or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact on the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 31, 2022 (the “2021 Annual Report”), which contained the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, funds held in the Trust Account were $289,284,930 and $287,569,685 of investments held in a money market fund, respectively, characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. Net Income Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,750,000 shares of its Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,832,596 ​ $ 458,149 ​ $ 2,547,547 ​ $ 636,887 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 28,750,000 ​ ​ 7,187,500 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 6,282,858 ​ $ 1,570,714 ​ $ 5,793,540 ​ $ 1,514,978 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 28,750,000 ​ 7,187,500 ​ 27,486,264 ​ 7,187,500 Basic and diluted net income per share ​ $ 0.22 ​ $ 0.22 ​ $ 0.21 ​ $ 0.21 ​ Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1, “Accounting for Transaction Cost”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and that were charged to temporary equity upon the completion of the IPO. Accordingly, on December 31, 2021, offering costs totaling $16,344,997 have been charged to temporary equity (consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $532,497 of other offering costs). Of the total transaction cost, $701,643 was expensed as non-operating expenses in that statements of operations with the remaining offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Stock Based Compensation The transfer of the Founders Shares to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance (See Note 5). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheets. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,750,000 warrants, including 9,583,333 Public Warrants and 5,166,667 Private Placement Warrants, as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a Black-Scholes-Merton model. In February 2021, the Company’s Public Warrants began trading on the Nasdaq Capital Market. As such, the price for the Public Warrants is based on an unadjusted market price. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 10.23% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.69% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, primarily due to changes in the fair value in of the warrant liabilities and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering In connection with the IPO, the Company sold 28,750,000 Units including 3,750,000 Units purchased by the underwriters pursuant to the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one All of the 28,750,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. 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 recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. The dissolution expense of $100,000 is not included in the calculation of the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of September 30, 2022 and December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 287,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (12,421,322) Common stock issuance costs ​ (15,643,354) Plus: ​ Remeasurement of carrying value to redemption value ​ 28,064,676 Class A common stock subject to redemption, December 31, 2021 ​ $ 287,500,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 1,058,909 Contingently redeemable common stock, September 30, 2022 ​ $ 288,558,909 ​

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per warrant ($7,750,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December 29, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (“founder shares”). On December 16, 2020, the Sponsor effected a surrender of 1,437,500 founder shares to the Company, resulting in a decrease in the total number of Class B common stock outstanding from 8,625,000 to 7,187,500 founder shares. The Sponsor has agreed that, subject to certain limited exceptions, the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if the last reported sale price of the shares of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On August 26, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the IPO. As of September 30, 2022, the Company had repaid the balance of $152,031 under the Promissory Note in full. Stock Based Compensation On December 16, 2020, the Company’s Sponsor transferred a total of 120,000 founder shares to directors. The transfer of the Founders Shares to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 120,000 Founder Shares transferred to the Company’s directors on December 16, 2020 was $609,000 or $5.08 per share. The Founders Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2022 and December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2022 and December 31, 2021, no services have been provided and no expense has been incurred or accrued relating to this agreement. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers 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, without interest, 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, no Working Capital Loans had been issued.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments & Contingencies
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed at the effectiveness of the Company registration statement for the IPO. The holders of at least 15% of all the then issued and outstanding number of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On January 12, 2021, the Company paid the underwriters an underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $10,062,500 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock, par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue a total of 200,000,000 shares of Class A common stock, par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were 28,750,000 shares issued or outstanding of which all were subject to possible redemption. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock, par value of $0.0001 each.At September 30, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding. Holders of Class B common stock have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. In connection with the consummation of the Company’s IPO on January 12, 2021, the underwriters exercised their over-allotment option to the fullest extent comprising 3,750,000 Units. Due to the full exercise of the over-allotment option, the 937,500 founder shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters will not be forfeited. The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the IPO, plus (ii) the sum of (a) all shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of public shares redeemed by Public Stockholders in connection with a Business Combination. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrants.
Warrants	Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty th Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of the Company’s Class A common stock is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 10.00 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Substantially all of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Under the guidance in ASC 815-40, the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the condensed balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Placement Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Cash and investment held in the Trust Account ​ 1 ​ $ 289,284,930 ​ $ 287,569,685 Public Warrants ​ 1 ​ $ 480,125 ​ $ 5,079,166 Private Placement Warrants ​ 3 ​ $ 258,850 ​ $ 2,751,628 ​ The Company utilized a Black-Scholes-Merton model to value the Private Placement Warrants at September 30, 2022 and a Monte Carlo simulation at January 12, 2021 for the Private Placement Warrants and the Public Warrants. The Company’s Private Placement Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. In February 2021, the Public Warrants began trading in the open market and were reclassified to Level 1. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The key inputs into the valuation models for the Private Placement Warrants were as follows at September 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At September 30, 2022 December 31, 2021 ​ Stock price ​ $ 9.89 ​ $ 10.00 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ ​ 5.28 ​ 5.52 ​ Volatility ​ ​ 2.0 % ​ 10.00 % Risk-free rate ​ ​ 4.05 % ​ 1.31 % Dividend yield ​ ​ 0.00 % 0.00 % ​ The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants classified as Level 3, for the three and nine months ended September 30, 2022: ​ ​ ​ ​ ​ Fair value as of December 31, 2021 $ 2,751,628 Change in fair value ​ (1,513,683) Fair Value at March 31, 2022 ​ ​ 1,237,945 Change in fair value ​ ​ (462,945) Fair Value at June 30, 2022 ​ $ 775,000 Change in fair value ​ ​ (516,150) Fair Value at September 30, 2022 ​ $ 258,850 ​ ​ The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants classified as Level 3, for the three and nine months ended September 30, 2021: ​ ​ ​ ​ ​ Fair value as of January 1, 2021 $ — Initial measurement on January 12, 2021 ​ 19,189,839 Public Warrants reclassified to level 1 (1) ​ (6,229,166) Change in fair value ​ (9,538,002) Fair Value at March 31, 2021 ​ 3,422,671 Change in fair value ​ 1,436,345 Fair Value at June 30, 2021 ​ $ 4,859,016 Change in fair value ​ ​ (1,117,436) Fair Value at September 30, 2021 ​ $ 3,741,580 (1)

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements. The Company filed a preliminary proxy statement on Schedule 14A on November 16, 2022 in order to schedule a special meeting, pursuant to which it will seek stockholder approval to, among other matters, amend the Company’s amended and restated certificate of incorporation (the “Charter”) to change the date by which the Company must either (i) consummate its initial Business Combination or (ii) cease all operations, except for the purpose of winding up, and, subject to and in accordance with the terms of the Charter, redeem all of its public shares. The proposed amendment would change the original termination date from January 12, 2023 to such other date as shall be determined by the Company’s board of directors in its sole discretion and publicly announced by the Company, provided that such other date shall be no later than December 30, 2022.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 31, 2022 (the “2021 Annual Report”), which contained the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, funds held in the Trust Account were $289,284,930 and $287,569,685 of investments held in a money market fund, respectively, characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,750,000 shares of its Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,832,596 ​ $ 458,149 ​ $ 2,547,547 ​ $ 636,887 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 28,750,000 ​ ​ 7,187,500 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 6,282,858 ​ $ 1,570,714 ​ $ 5,793,540 ​ $ 1,514,978 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 28,750,000 ​ 7,187,500 ​ 27,486,264 ​ 7,187,500 Basic and diluted net income per share ​ $ 0.22 ​ $ 0.22 ​ $ 0.21 ​ $ 0.21
Offering Costs	Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1, “Accounting for Transaction Cost”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and that were charged to temporary equity upon the completion of the IPO. Accordingly, on December 31, 2021, offering costs totaling $16,344,997 have been charged to temporary equity (consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $532,497 of other offering costs). Of the total transaction cost, $701,643 was expensed as non-operating expenses in that statements of operations with the remaining offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.
Stock Based Compensation	Stock Based Compensation The transfer of the Founders Shares to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance (See Note 5).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheets.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,750,000 warrants, including 9,583,333 Public Warrants and 5,166,667 Private Placement Warrants, as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a Black-Scholes-Merton model. In February 2021, the Company’s Public Warrants began trading on the Nasdaq Capital Market. As such, the price for the Public Warrants is based on an unadjusted market price.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 10.23% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.69% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, primarily due to changes in the fair value in of the warrant liabilities and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Schedule of calculation of basic and diluted net income per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,832,596 ​ $ 458,149 ​ $ 2,547,547 ​ $ 636,887 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 28,750,000 ​ ​ 7,187,500 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.09 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 6,282,858 ​ $ 1,570,714 ​ $ 5,793,540 ​ $ 1,514,978 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 28,750,000 ​ 7,187,500 ​ 27,486,264 ​ 7,187,500 Basic and diluted net income per share ​ $ 0.22 ​ $ 0.22 ​ $ 0.21 ​ $ 0.21

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Schedule of reconciliation of Class A common stock reflected on the balance sheet	As of September 30, 2022 and December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 287,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (12,421,322) Common stock issuance costs ​ (15,643,354) Plus: ​ Remeasurement of carrying value to redemption value ​ 28,064,676 Class A common stock subject to redemption, December 31, 2021 ​ $ 287,500,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 1,058,909 Contingently redeemable common stock, September 30, 2022 ​ $ 288,558,909

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of assets and liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Cash and investment held in the Trust Account ​ 1 ​ $ 289,284,930 ​ $ 287,569,685 Public Warrants ​ 1 ​ $ 480,125 ​ $ 5,079,166 Private Placement Warrants ​ 3 ​ $ 258,850 ​ $ 2,751,628
Schedule of quantitative information regarding Level 3 fair value measurements inputs for the Private Placement Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At September 30, 2022 December 31, 2021 ​ Stock price ​ $ 9.89 ​ $ 10.00 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ ​ 5.28 ​ 5.52 ​ Volatility ​ ​ 2.0 % ​ 10.00 % Risk-free rate ​ ​ 4.05 % ​ 1.31 % Dividend yield ​ ​ 0.00 % 0.00 %
Schedule of changes in the fair value of the private placement warrants	​ ​ ​ ​ ​ Fair value as of December 31, 2021 $ 2,751,628 Change in fair value ​ (1,513,683) Fair Value at March 31, 2022 ​ ​ 1,237,945 Change in fair value ​ ​ (462,945) Fair Value at June 30, 2022 ​ $ 775,000 Change in fair value ​ ​ (516,150) Fair Value at September 30, 2022 ​ $ 258,850 ​ ​ ​ ​ ​ Fair value as of January 1, 2021 $ — Initial measurement on January 12, 2021 ​ 19,189,839 Public Warrants reclassified to level 1 (1) ​ (6,229,166) Change in fair value ​ (9,538,002) Fair Value at March 31, 2021 ​ 3,422,671 Change in fair value ​ 1,436,345 Fair Value at June 30, 2021 ​ $ 4,859,016 Change in fair value ​ ​ (1,117,436) Fair Value at September 30, 2021 ​ $ 3,741,580 (1)

Organization and Business Ope_2

Organization and Business Operations (Details)			9 Months Ended
	Jan. 12, 2021 USD ($) M $ / shares shares	Aug. 26, 2020 item	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Organization and business operations
Condition for future business combination number of businesses minimum | item		1
Purchase price, per unit | $ / shares			$ 10
Sale of Private Placement Warrants (in shares) | shares			14,750,000
Transaction costs			$ 16,344,997
Underwriting fees			5,750,000	$ 5,750,000
Deferred underwriting fees			10,062,500	10,062,500
Other offering costs			532,497	532,497
Offering expenses related to warrant issuance			701,643
Cash held outside the Trust Account			19,995	549,993
Working capital			360,044
Accrued income tax payable			301,335
Franchise tax payable			150,000	$ 144,294
Franchise taxes paid			$ 274,686
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)			100%
Threshold minimum aggregate fair market value as percentage of net assets held in trust account			80%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination			50%
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Private Placement Warrants
Organization and business operations
Sale of Private Placement Warrants (in shares) | shares	5,166,667
Price of warrant | $ / shares	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 7,750,000
Initial Public Offering
Organization and business operations
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in shares) | shares	28,750,000
Proceeds from issuance initial public offering	$ 287,500,000
Gross proceeds from sale of units	$ 287,500,000
Share price | $ / shares	$ 10
Investments maximum maturity term	185 days
Business combination period | M	24

Significant Accounting Polici_4

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	Jan. 12, 2021
Significant Accounting Policies
Investments held in Trust Account	$ 289,284,930		$ 289,284,930		$ 287,569,685
Cash equivalents	0		0		0
Underwriting fees	5,750,000		5,750,000		5,750,000
Deferred underwriting fees	10,062,500		10,062,500		10,062,500
Offering costs					16,344,997
Other offering costs	$ 532,497		532,497		532,497
Offering expenses related to warrant issuance			$ 701,643
Common stock warrants issued	14,750,000		14,750,000
Effective tax rate (as a percent)	10.23%	0%	3.69%	0%
Statutory tax rate (as a percent)	21%	21%	21%	21%
Unrecognized tax benefits	$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		$ 0		$ 0
Class A common stock
Significant Accounting Policies
Potential common stock for outstanding warrants excluded from calculation of diluted earnings per share (in shares)			14,750,000
Class A common stock subject to redemption
Significant Accounting Policies
Common stock subject to possible redemption, outstanding (in shares)	28,750,000		28,750,000		28,750,000
Public warrants
Significant Accounting Policies
Common stock warrants issued	9,583,333		9,583,333
Private Placement
Significant Accounting Policies
Common stock warrants issued	5,166,667		5,166,667			5,166,667

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Net (Loss) Income per 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
Numerator:
Allocation of net income	$ 1,832,596	$ 2,547,547	$ 6,282,858	$ 5,793,540
Denominator:
Weighted-average shares outstanding, basic	28,750,000	28,750,000	28,750,000	27,486,264
Weighted-average shares outstanding, diluted	28,750,000	28,750,000	28,750,000	27,486,264
Basic net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Diluted net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Class B common stock
Numerator:
Allocation of net income	$ 458,149	$ 636,887	$ 1,570,714	$ 1,514,978
Denominator:
Weighted-average shares outstanding, basic	7,187,500	7,187,500	7,187,500	7,187,500
Weighted-average shares outstanding, diluted	7,187,500	7,187,500	7,187,500	7,187,500
Basic net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21
Diluted net income per share	$ 0.06	$ 0.09	$ 0.22	$ 0.21

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering
Purchase price, per unit		$ 10
Dissolution expense	$ 100,000
Class A common stock
Initial Public Offering
Number of units sold	28,750,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Initial Public Offering
Initial Public Offering
Number of units sold	28,750,000
Number of shares in a unit	1
Initial Public Offering | Public warrants
Initial Public Offering
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold	3,750,000
Purchase price, per unit	$ 10

Initial Public Offering - Class

Initial Public Offering - Class A common stock reflected in the balance sheet (Details) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering
Gross proceeds from IPO					$ 287,500,000
Proceeds allocated to Public Warrants					(12,421,322)
Common stock issuance costs					(15,643,354)
Remeasurement of carrying value to redemption value	$ 855,505	$ 203,404	$ 28,064,676	$ 1,058,909	28,064,676
Class A common stock subject to possible redemption	$ 288,558,909			$ 288,558,909	$ 287,500,000

Private Placement (Details)

Private Placement (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2022
Private Placement
Common stock warrants issued		14,750,000
Class A common stock
Private Placement
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Private Placement
Private Placement
Common stock warrants issued	5,166,667	5,166,667
Price of warrants	$ 1.50
Aggregate purchase price	$ 7,750,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)			9 Months Ended
	Dec. 29, 2020 USD ($) $ / shares shares	Dec. 16, 2020 shares	Sep. 30, 2022 D $ / shares	Dec. 31, 2021 $ / shares	Dec. 15, 2020 shares
Related party transaction
Purchase price, per unit			$ 10
Common Class B [Member]
Related party transaction
Ordinary shares, par value			$ 0.0001	$ 0.0001
Founder | Sponsor
Related party transaction
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder | Sponsor | Common Class B [Member]
Related party transaction
Number of shares issued | shares	8,625,000
Consideration received | $	$ 25,000
Aggregate number of shares owned | shares		7,187,500			8,625,000
Purchase price, per unit	$ 0.003
Ordinary shares, par value	$ 0.0001
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Number of shares surrendered | shares		1,437,500

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			9 Months Ended		12 Months Ended
	Jan. 12, 2021	Dec. 16, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Aug. 26, 2020
Related party transaction
Repayment of promissory note - related party			$ 152,031	$ 152,031
Fair value as of the grant date (per share)		$ 5.08
Aggregate value of shares		$ 609,000
Number of shares transferred		120,000
Promissory Note with Related Party
Related party transaction
Maximum borrowing capacity of related party promissory note						$ 300,000
Administrative Support Agreement
Related party transaction
Expenses per month	$ 10,000
Amount of expense incurred			0		$ 0
Amount of expense accrued			0		0
Related Party Loans | Working capital loans warrant
Related party transaction
Loan conversion agreement warrant			$ 1,500,000
Price of warrant			$ 1.50
Outstanding working capital loans			$ 0		$ 0

Commitments & Contingencies (De

Commitments & Contingencies (Details)	Jan. 12, 2021 USD ($) $ / shares	Sep. 30, 2022 item
Commitments & Contingencies
Maximum number of demands for registration of securities | item		3
Deferred fee per unit | $ / shares	$ 0.35
Aggregate deferred underwriting fee payable | $	$ 10,062,500
Underwriting cash discount per unit | $ / shares	$ 0.20
Aggregate underwriter cash discount | $	$ 5,750,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Deficit- Common S

Stockholders' Deficit- Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Jan. 12, 2021 $ / shares shares
Over-Allotment Option [Member]
Stockholders' deficit
Consummation of underwriters excised fullest extent units issued.			3,750,000
Shares subject to forfeiture			937,500
Common Class A [Member]
Stockholders' deficit
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock Subject to Redemption [Member]
Stockholders' deficit
Number of shares subject to redemption	28,750,000	28,750,000
Common Class B [Member]
Stockholders' deficit
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	7,187,500	7,187,500
Common shares, shares outstanding (in shares)	7,187,500	7,187,500
Ratio to be applied to the stock in the conversion	20

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares
Warrants
Warrants
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Public Warrants [Member]
Warrants
Warrant exercise period condition one	30 days
Warrant exercise period condition two	1 year
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | D	20
Warrant exercise price adjustment multiple	115
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	100%
Warrant redemption price adjustment multiple	180
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants [Member] | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Warrants
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Redemption period	30 days
Public Warrants [Member] | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
Warrants
Warrant redemption condition minimum share price	$ 10
Warrant redemption condition minimum share price scenario two	18
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants | D	30

Fair Value Measurements - Measu

Fair Value Measurements - Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Assets:
Investment held in the Trust Account	$ 289,284,930			$ 287,569,685
Liabilities, Fair Value Disclosure
Warrant Liabilities	738,975			7,830,794
Level 1 | Recurring
Assets:
Investment held in the Trust Account	289,284,930			287,569,685
Level 1 | Recurring | Public Warrants [Member]
Liabilities, Fair Value Disclosure
Warrant Liabilities	480,125			5,079,166
Level 3 | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure
Warrant Liabilities	258,850	$ 775,000	$ 1,237,945	2,751,628	$ 3,741,580	$ 4,859,016	$ 3,422,671	$ 0
Level 3 | Recurring | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure
Warrant Liabilities	$ 258,850			$ 2,751,628

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative information of key inputs into valuation models for the Private Placement Warrants (Details) - Private Placement Warrants [Member]	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 Y item $ / shares
Stock price
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input | $ / shares	9.89	10
Strike price
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input | $ / shares	11.50	11.50
Term (in years)
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input | Y	5.28	5.52
Volatility
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input	0.020	0.1000
Risk-free rate
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input	0.0405	0.0131
Dividend yield
Fair Value, assets and liabilities measured on recurring and nonrecurring basis.
Warrants outstanding, measurement input	0	0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in the Fair Value Liability of Company's Private Placement Warrants (Details) - USD ($)		3 Months Ended						9 Months Ended
		Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Fair value at Beginning of the period				$ 7,830,794				$ 7,830,794
Change in fair value		$ (1,471,608)			$ (3,203,728)			(7,091,819)	$ (8,547,301)
Fair Value at ending of the period		738,975						738,975
Level 3 | Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Fair value at Beginning of the period		775,000	$ 1,237,945	2,751,628	4,859,016	$ 3,422,671	$ 0	2,751,628	0
Initial measurement on January 12, 2021							19,189,839
Public Warrants reclassified to level 1	[1]						(6,229,166)
Change in fair value		(516,150)	(462,945)	(1,513,683)	(1,117,436)	1,436,345	(9,538,002)
Fair Value at ending of the period		$ 258,850	$ 775,000	$ 1,237,945	$ 3,741,580	$ 4,859,016	$ 3,422,671	$ 258,850	$ 3,741,580
[1]Assumes the Public Warrants were reclassified on March 31, 2021.