VectoIQ Acquisition Corp. II (VTIQ) 10-Q2 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 01, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39855
Entity Registrant Name	VECTOIQ ACQUISITION CORP. II
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2482699
Entity Address, Address Line One	1354 Flagler Drive
Entity Address, City or Town	Mamaroneck
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10543
City Area Code	914
Local Phone Number	374-1929
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	0001823884
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 and one-fifth of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Trading Symbol	VTIQU
Security Exchange Name	NASDAQ
Class A common stock
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	VTIQ
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		35,400,000
Warrants, each whole warrant exercisable
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	VTIQW
Security Exchange Name	NASDAQ
Class B common stock
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 96,877	$ 733,875
Prepaid expenses	115,914	254,032
Total current assets	212,791	987,907
Non-current assets
Cash and marketable securities held in trust account	346,681,932	345,122,968
Total assets	346,894,723	346,110,875
Current liabilities:
Accounts payable		110,656
Accrued expenses	2,080,388	1,816,775
Total current liabilities	2,080,388	1,927,431
Warrant liabilities	849,600	5,948,676
Deferred underwriting fee payable	12,075,000	12,075,000
Total liabilities	15,004,988	19,951,107
Commitments
Stockholders' deficit:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Accumulated deficit	(14,397,597)	(18,841,185)
Total stockholders' deficit	(14,396,644)	(18,840,232)
Total liabilities and stockholders' deficit	346,894,723	346,110,875
Class A common stock subject to redemption
Current liabilities:
Class A common stock subject to possible redemption 34,500,000 shares at redemption value at $10 per share	346,286,379	345,000,000
Class A common stock not subject to redemption
Stockholders' deficit:
common stock	90	90
Class B common stock
Stockholders' deficit:
common stock	$ 863	$ 863

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
Common stock, par value (in dollars per share)	$ 0.0001
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
Common stock, shares outstanding	900,000
Class A common stock subject to redemption
Common shares subject to possible redemption (in shares)	34,500,000	34,500,000
Common shares subject to possible redemption value (in dollars per share)	$ 10	$ 10
Class A common stock not subject to redemption
Common stock, shares issued	900,000	900,000
Common stock, shares outstanding	900,000	900,000
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	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expenses	$ 287,277	$ 741,366	$ 893,736	$ 2,610,415
Net loss from operations	(287,277)	(741,366)	(893,736)	(2,610,415)
Other income
Interest earned on investment held in Trust Account	953,413	15,795	1,868,964	82,283
Fair value adjustment to warrant liabilities	708,054	4,166,100	5,099,076	4,910,274
Total other income	1,661,467	4,181,895	6,968,040	4,992,557
Income before income taxes	1,374,190	3,440,529	6,074,304	2,382,142
Income tax expense	189,691		344,337
Net income	$ 1,184,499	$ 3,440,529	$ 5,729,967	$ 2,382,142
Class A common stock subject to redemption
Other income
Weighted-average shares outstanding, Basic	34,500,000	34,500,000	34,500,000	33,236,264
Weighted-average shares outstanding, Diluted	34,500,000	34,500,000	34,500,000	33,236,264
Net income per share, Basic	$ 0.03	$ 0.08	$ 0.13	$ 0.06
Net income per share, Diluted	$ 0.03	$ 0.08	$ 0.13	$ 0.06
Class A and Class B common stock not subject to redemption
Other income
Weighted-average shares outstanding, Basic	9,525,000	9,525,000	9,525,000	9,450,824
Weighted-average shares outstanding, Diluted	9,525,000	9,525,000	9,525,000	9,450,824
Net income per share, Basic	$ 0.03	$ 0.08	$ 0.13	$ 0.06
Net income per share, Diluted	$ 0.03	$ 0.08	$ 0.13	$ 0.06

CONDENSED STATEMENT OF STOCKHOL

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common stock	Class A common stock	Class B common stock Common stock	Class B common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2020	$ 0		$ 863		$ 24,137	$ (1,802)	$ 23,198
Balance at beginning of period (in shares) at Dec. 31, 2020	0		8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Issuance of Class A common stock	$ 90				8,999,910		9,000,000
Issuance of Class A common stock (in shares)	900,000
Fair value of private placement warrant liability					(271,044)		(271,044)
Excess fair value over consideration of the anchor investors investment in the sponsor					3,946,407		3,946,407
Remeasurement of shares subject to redemption					(12,699,410)	(20,160,305)	(32,859,715)
Net income (loss)						(1,058,387)	(1,058,387)
Balance at end of period at Jun. 30, 2021	$ 90		$ 863			(21,220,494)	(21,219,541)
Balance at end of period (in shares) at Jun. 30, 2021	900,000		8,625,000
Balance at beginning of period at Dec. 31, 2020	$ 0		$ 863		24,137	(1,802)	23,198
Balance at beginning of period (in shares) at Dec. 31, 2020	0		8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Net income (loss)							2,382,142
Balance at end of period at Sep. 30, 2021	$ 90		$ 863			(17,779,965)	(17,779,012)
Balance at end of period (in shares) at Sep. 30, 2021	900,000		8,625,000
Balance at beginning of period at Dec. 31, 2020	$ 0		$ 863		$ 24,137	(1,802)	23,198
Balance at beginning of period (in shares) at Dec. 31, 2020	0		8,625,000
Balance at end of period at Dec. 31, 2021	$ 90		$ 863			(18,841,185)	(18,840,232)
Balance at end of period (in shares) at Dec. 31, 2021	900,000		8,625,000	8,625,000
Balance at beginning of period at Jun. 30, 2021	$ 90		$ 863			(21,220,494)	(21,219,541)
Balance at beginning of period (in shares) at Jun. 30, 2021	900,000		8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Net income (loss)						3,440,529	3,440,529
Balance at end of period at Sep. 30, 2021	$ 90		$ 863			(17,779,965)	(17,779,012)
Balance at end of period (in shares) at Sep. 30, 2021	900,000		8,625,000
Balance at beginning of period at Dec. 31, 2021	$ 90		$ 863			(18,841,185)	(18,840,232)
Balance at beginning of period (in shares) at Dec. 31, 2021	900,000		8,625,000	8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Net income (loss)						4,545,468	4,545,468
Balance at end of period at Jun. 30, 2022	$ 90		$ 863			(14,295,717)	(14,294,764)
Balance at end of period (in shares) at Jun. 30, 2022	900,000		8,625,000
Balance at beginning of period at Dec. 31, 2021	$ 90		$ 863			(18,841,185)	(18,840,232)
Balance at beginning of period (in shares) at Dec. 31, 2021	900,000		8,625,000	8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Net income (loss)							5,729,967
Balance at end of period at Sep. 30, 2022	$ 90		$ 863			(14,397,597)	(14,396,644)
Balance at end of period (in shares) at Sep. 30, 2022	900,000	900,000	8,625,000	8,625,000
Balance at beginning of period at Jun. 30, 2022	$ 90		$ 863			(14,295,717)	(14,294,764)
Balance at beginning of period (in shares) at Jun. 30, 2022	900,000		8,625,000
STATEMENT OF STOCKHOLDER'S DEFICIT
Increase in redemption value of shares subject to possible redemption						(1,286,379)	(1,286,379)
Net income (loss)						1,184,499	1,184,499
Balance at end of period at Sep. 30, 2022	$ 90		$ 863			$ (14,397,597)	$ (14,396,644)
Balance at end of period (in shares) at Sep. 30, 2022	900,000	900,000	8,625,000	8,625,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income			$ 5,729,967	$ 2,382,142
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account	$ (953,413)	$ (15,795)	(1,868,964)	(82,283)
Change in fair value of warrant liability	(708,054)	(4,166,100)	(5,099,076)	(4,910,274)
Offering costs attributable to warrant liability				687,798
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses			138,118	(323,232)
Increase (decrease) in accounts payable			(110,656)	8,500
Increase in accrued expenses			263,613	1,535,240
Net cash used in operating activities			(946,998)	(702,109)
Cash Flows from Investing Activities:
Distribution of interest income from trust account			310,000
Investment of cash in Trust Account				(345,000,000)
Net cash used in investing activities			310,000	(345,000,000)
Cash flows from financing activities:
Repayment of notes payable-related party				(83,000)
Proceeds from issuance of Class A units				354,000,000
Payments of offering costs associated with initial public offering				(7,374,235)
Net cash provided by financing activities:				346,542,765
Net increase (decrease) in cash			(636,998)	840,656
Cash, beginning of period			733,875	12,564
Cash, end of period	$ 96,877	$ 853,220	96,877	853,220
Supplemental disclosure of noncash operating and financing activities:
Remeasurement of shares subject to redemption			$ 1,286,379	32,859,715
Excess fair value over consideration of the anchor investors investment in the sponsor				3,946,407
Initial classification of warrant liability				10,301,574
Deferred underwriting fee payable				$ 12,075,000

Organization, Business Operatio

Organization, Business Operations and Liquidity	9 Months Ended
Organization, Business Operations and Liquidity	Sep. 30, 2022
Organization, Business Operations and Liquidity
Organization, Business Operations and Liquidity	Note 1 — Organization, Business Operations and Liquidity Organization and General VectoIQ Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the industrial technology, transportation and smart mobility industries, which the Company believes will provide it with access to attractive business combination opportunities. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from August 10, 2020 (inception) through September 30, 2022, relates to the Company’s formation, the Initial Public Offering (as defined below) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the initial public offering (the “Initial Public Offering”) of 34,500,000 units (the “Units” and, with respect to the class A common stock included in the Units sold, the “Public Shares”), which included the exercise in full by the underwriters of their overallotment option in the amount of 4,500,000 Units, at $10 per unit, generating gross proceeds of $345,000,000. See Note 3. The Company’s sponsor is VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). Simultaneously with the closing of the IPO, the Company consummated the sale, in a private placement, of 900,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $9,000,000. See Note 4. Two qualified institutional accredited investors that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management (“Anchor Investors”) each expressed to the Company an interest in purchasing an aggregate of 5,985,000 units sold in the IPO, at the offering price of $10.00, for an aggregate of $59,850,000 of units offered. In addition to the investment in the IPO, the Anchor Investors purchased membership units in the Sponsor that entitled them to an economic right in a total of 204,744 Class A Units and 597,871 Founders’ shares. The Company estimated the aggregate fair value of the economic right to be $6,112,963. The excess of the economic right over the consideration paid by the Anchor Investors amounted to $4,064,692 of which the Company allocated $118,285 to the Public Warrants, as defined below (see Note 3), which is included in accumulated deficit in accordance with Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Transaction costs amounted to $19,570,579, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and $595,579 other offering costs. Transactions costs amounting to $569,513 were allocated to the warrant liability and are recorded in general and administrative expenses in the Statement of Operations for the year ended December 31, 2021, with the remainder or $19,001,066, allocated to the Class A common shares sold in the Initial Public Offering. In addition, as of January 11, 2021, cash of $2,075,000 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes. On January 11, 2021, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”). Management agreed that an amount equal to $10.00 per Unit sold in the Initial Public Offering would be held in a trust account (“Trust Account”), located in the United States at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Unless and until the Company completes its initial Business Combination, no funds held in the Trust Account will be available for its use, except the withdrawal of interest earned to fund its working capital requirements (subject to a limit of $250,000 per year) and/or to pay taxes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds will be held in trust until applied toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combinations with one or more target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account and Delaware franchise tax) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding shares of its Class A common stock, par value $0.0001, sold in the Initial Public Offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if a stockholder vote is held to approve such transaction, only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem its Public Shares without voting and, if it does vote, irrespective of whether it votes for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination or any amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to its pre-initial business combination activity and related stockholders’ rights. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. Initial Business Combination If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (as applicable, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or potentially less in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business execute agreements (other than the independent registered public accountant) with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2022, the Company had cash of approximately $97,000 held outside of the Trust Account and available for working capital purposes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements – Going Concern”, the Company has until January 11, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before January 11, 2023, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 11, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 15, 2022. The interim results for the nine and three months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 balance sheet. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022, and December 31, 2021. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of these marketable securities amounted to $346,667,077 and $345,102,999 as of September 30, 2022, and December 31, 2021, respectively. Amortized cost of these marketable securities amounted to $346,681,932 and $345,122,968 as of September 30, 2022, and December 31, 2021, respectively. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $1,822,347 and $952,591 for the nine and three months ended September 30, 2022, and $30,046 and $15,796 for nine and three months ended September 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, as of December 31, 2021, offering costs totaling $19,570,579, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and $595,579 other offering costs. Transactions costs amounting to $569,513 were allocated to the warrant liability and are recorded in general and administrative expenses in the Statement of Operations for the year ended December 31, 2021, with the remainder or $19,001,066, allocated to the Class A common shares sold in the Initial Public Offering. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. Shares Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A 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, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 34,500,000 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 amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022, the Shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Redeemable ordinary share issuance costs (18,882,781) Proceeds allocated to Public Warrants (10,030,530) Excess fair value over consideration of the anchor investors investment in the sponsor (3,946,407) Plus: Accretion of carrying value to redemption value 32,859,718 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Accretion of carrying value to redemption value 1,286,379 Class A common stock subject to possible redemption, September 30, 2022 $ 346,286,379 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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. 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the 7,080,000 warrants issued in connection with the Initial Public Offering (the 6,900,000 Public Warrants and the 180,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Stock Based Compensation The transfer of the Founders Shares is in 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 granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering). 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 the Initial Public Offering was 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. The value of the transferred Founders Shares on the grant date of September 4, 2020, was minimal, as such no stock-based compensation expense has been recognized. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. 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 tax examinations 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. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of Class A common stock is computed by dividing net income by the weighted average number of shares of Class A common stock, which are referred to as outstanding for the period. As of September 30, 2022, the Company had 34,500,000 Class A common public shares subject to possible redemption, 900,000 Class A common private shares and 8,625,000 Class B common shares. Earnings and losses are shared pro rata between the two classes of private shares or 9,525,000 private shares. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants would be anti-dilutive. The warrants are exercisable to purchase 7,080,000 shares of Class A common stock in the aggregate. At September 30, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the three months ended September 30, 2022, and 2021. For the nine months ended September 30, 2022, and 2021, net income per common share is as follows: Nine months ended September 30, 2022 Nine months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 4,490,264 $ 1,239,703 $ 1,854,741 $ 527,401 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 33,236,264 9,450,824 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.06 $ 0.06 Three months ended September 30, 2021 Three months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 928,227 $ 256,272 $ 2,696,156 $ 744,373 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 34,500,000 9,525,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.08 $ 0.08 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 we are a smaller reporting company, adoption of ASU 2020-06 will be required for fiscal years beginning after December 15, 2023, including interim periods with those fiscal years. The Company is still evaluating the impact of ASU 2020-06 and will adopt as required. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	9 Months Ended
Public Offering	Sep. 30, 2022
Public Offering
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the one No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement or a current prospectus, exercise Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The warrants included in the Private Placement Units (the “Private Warrants”) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon exercise of the Private 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 Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by someone other than the initial stockholder or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds ● $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30- day period after the written notice of redemption is given. 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 share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of shares 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 warrant shares. 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. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders 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 the Company’s initial Business Combination on the date of the completion of such initial Business Combination (net of redemptions), and (z) the volume- weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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. Certain funds, referred to as the Company’s “anchor investors,” expressed to the Company an interest and purchased an aggregate of approximately 6,000,000 Units in the Initial Public Offering. In connection with providing these expressions of interest, the anchor investors purchased membership interests in the Sponsor entitling them to an economic interest in certain of the Founder Shares owned by the Sponsor and in certain of the Private Placement Units purchased by the Sponsor. Pursuant to a subscription agreement with the Sponsor, one of the anchor investors has agreed with the Sponsor that, with respect to 1,499,950 of the Units it has expressed an interest in purchasing (or all of the Units it purchased in the Proposed Public Offering, if less), such anchor investor (1) will not transfer such Units (or underlying shares of Class A common stock) prior to the date the Company completes its initial Business Combination, and (2) will not exercise its redemption rights with respect to any shares of Class A common stock included in such Units in connection with the completion of the Company’s initial Business Combination or any amendment to the provisions of the Company’s amended and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity and related stockholders’ rights. Further, each of the anchor investors has agreed with the Sponsor that if it does not purchase the maximum number of Units it has expressed an interest in purchasing, it will forfeit all of its indirect holdings of Founder Shares held within the Sponsor, and if after such purchase, it owns less than that number of units at the time of a stockholder vote in connection with the Company’s initial Business Combination or on the business day immediately prior to the scheduled closing of such initial Business Combination, it will forfeit a portion of its indirect holdings of Founder Shares held within the Sponsor, and the Sponsor will have the right to redeem the anchor investor’s interest in the Sponsor related to Private Placement Units at the original purchase price. Other than such agreements with the Sponsor, the anchor investors are not required to: (1) hold any Units, shares of Class A common stock or Warrants they may have purchased in the Initial Public Offering or thereafter for any amount time, (2) vote any shares of Class A common stock they may own at the applicable time in favor of the initial Business Combination or (3) refrain from exercising their right to redeem their public shares at the time of the Company’s initial Business Combination. Pursuant to their subscription agreements with the Sponsor, the anchor investors will not be granted any material additional stockholder or other rights and will only be issued membership interests in the Sponsor with no right to control the Sponsor or vote or dispose of any Founder Shares, Private Placement Units or underlying securities (which will continue to be held by the Sponsor until following the Company’s initial Business Combination). There can be no assurance as to the number of Units purchased in the Initial Public Offering (or underlying shares of Class of Class A common stock) the anchor investors will retain, if any, prior to or upon the consummation of the Company’s initial Business Combination. In the event that the anchor investors vote in favor of the Company’s initial Business Combination, a smaller portion of affirmative votes from other public stockholders would be required to approve the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On August 31, 2020, the Sponsor purchased an aggregate of 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001, for an aggregate price of $25,000, or $.0029 per share. On September 4, 2020, the Company’s initial director nominees purchased 60,000 Founder Shares from the Sponsor for $176, or $.0029 per share. On January 11, 2021, the underwriters fully exercised their over-allotment option, such that none of the Founder Shares remain subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Units The Sponsor purchased an aggregate of 900,000 Private Placement Units, at a price of $10.00 per Private Placement Unit ($9.0 million in the aggregate) in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Private Placement Units, the “Private Shares”) and one The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units or the securities underlying the Private Placement Units until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Related Party Loans On August 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of June 30, 2021, or the completion of the Initial Public Offering. On January 11, 2021, the Company repaid $83,000 that was borrowed under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into additional units of the post Business Combination entity at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. As of September 30, 2022, and December 31, 2021, the Company had no borrowings under 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. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and general and administrative services. For the nine and three months ended September 30, 2022, and 2021, $90,000 and $30,000 and $83,550 and $30,000 has been charged to general and administrative expenses for services performed in accordance with the terms of the administrative support agreement. As of September 30, 2022, and December 31, 2021, $206,775 and $116,775 were included in accrued expenses for amounts due under the agreement. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.

Commitments

Commitments	9 Months Ended
Commitments	Sep. 30, 2022
Commitments
Commitments	Note 5 — Commitments Registration Rights The Sponsor and the Company’s executive officers, directors and director nominees and their permitted transferees will be entitled to demand that the Company register for resale the Founder Shares, the Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriting Agreement On January 11, 2021, the underwriters fully exercised their over-allotment option and were paid an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, upon the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate which is included as deferred underwriting fee payable in the accompanying balance sheet as of September 30, 2022, and December 31, 2021. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2022
Stockholders' Equity
Stockholders' Equity	Note 6 — Stockholders’ Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, initially on a one-for-one basis. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the private placement units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred Stock

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents fair value information as of September 30, 2022, and December 31, 2021, for the Company’s warrant liability that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Private Placement Warrant liability is based on a Modified Black Scholes Model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. 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. On March 5, 2021, the Public Warrant liability was reclassified from a Level 3 to a Level 1 classification as they began to have quoted prices in active markets. September 30, December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants 1 $ 828,000 $ 5,796,000 Warrant Liability – Private Placement Warrants 3 $ 21,600 $ 152,676 The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The warrants are measured at fair value on a recurring basis. Fair value as of September 30, 2022, and December 31, 2021, for the public warrants are based upon quoted market prices as Level 1 and the Modified Black Scholes Model for the private placement warrants as Level 3. The key inputs into the Modified Black Scholes Model for the private placement warrants were as follows: Input September 30, 2022 December 31, 2021 Risk-free interest rate 4.02 % 1.11 % Expected term to initial business combination (years) 0.27 years 0.47 years Dividend yield 0 % 0 % Expected volatility 10.18 % 17.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 0.12 $ 0.8482 To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3: Private Placement Warrants Public Warrants Warrant Liability Initial measurement of fair value on December 31, 2021 $ 152,676 $ 5,796,000 $ 5,948,676 Change in valuation inputs or other assumptions (113,022) (4,278,000) (4,391,022) Fair value as of June 30, 2022 39,654 1,518,000 1,557,654 Change in valuation inputs or other assumptions (18,054) (690,000) (708,054) Fair value as of September 30, 2022 $ 21,600 $ 828,000 $ 849,600 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Taxes
Income Taxes	Note 8— Income Taxes The Company’s net deferred tax assets are as follows: September 30, 2022 December 31, 2021 June 30, 2022 Deferred tax asset: Organizational costs/Startup expenses $ 632,285 $ 476,100 49,828 Federal net operating loss — 16,177 — Total deferred tax asset 632,285 492,277 49,828 Valuation allowance (632,285) (492,277) (49,828) Deferred tax asset, net of allowance $ — $ — $ — The income tax provision consists of the following: Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Federal: Current $ 344,337 $ — $ 189,691 $ — Deferred (156,185) — $ (49,828) — State: Current — — — — Deferred — — — — Valuation allowance 156,185 — 49,828 — Income tax provision $ 344,337 $ — $ 189,691 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the nine months ended September 30, 2022, the change in the valuation allowance was $140,008. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Statutory federal income tax rate 21.0 % — 21.0 % — State taxes, net of federal tax benefit 0.0 % — 0.0 % — Change in fair value of the warrant liability (17.6) % — (10.8) % — Change in valuation allowance 2.6 % — 3.6 % — Income tax provision 5.9 % — 13.8 % —

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events.
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified the following subsequent event: On October 28, 2022, the Company filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) relating to a special meeting of stockholders that is anticipated to be held in December 2022 to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) which would, if implemented, allow the Company to unwind and redeem all of its outstanding public shares in advance of the mandatory liquidation date of January 11, 2023 (or April 11, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination on or before January 11, 2023). If implemented, the Charter Amendment would also allow the Company to remove the Redemption Limitation (as defined in the amended and restated certificate of incorporation) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and to remove up to $100,000 of interest earned on the amount on deposit in the Trust Account prior to redeeming the public shares in connection with the special meeting in order to pay dissolution expenses. The Company will also seek stockholder approval to amend the Trust Agreement to change the date on which the trustee must commence liquidation of the Trust Account to the time and date immediately following the filing of the Charter Amendment with the Secretary of State of the State of Delaware.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Summary of 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 15, 2022. The interim results for the nine and three months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 balance sheet. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022, and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of these marketable securities amounted to $346,667,077 and $345,102,999 as of September 30, 2022, and December 31, 2021, respectively. Amortized cost of these marketable securities amounted to $346,681,932 and $345,122,968 as of September 30, 2022, and December 31, 2021, respectively. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statements of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $1,822,347 and $952,591 for the nine and three months ended September 30, 2022, and $30,046 and $15,796 for nine and three months ended September 30, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Offering Costs	Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, as of December 31, 2021, offering costs totaling $19,570,579, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and $595,579 other offering costs. Transactions costs amounting to $569,513 were allocated to the warrant liability and are recorded in general and administrative expenses in the Statement of Operations for the year ended December 31, 2021, with the remainder or $19,001,066, allocated to the Class A common shares sold in the Initial Public Offering. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values.
Shares Subject to Possible Redemption	Shares Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A 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, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 34,500,000 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 amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022, the Shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Redeemable ordinary share issuance costs (18,882,781) Proceeds allocated to Public Warrants (10,030,530) Excess fair value over consideration of the anchor investors investment in the sponsor (3,946,407) Plus: Accretion of carrying value to redemption value 32,859,718 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Accretion of carrying value to redemption value 1,286,379 Class A common stock subject to possible redemption, September 30, 2022 $ 346,286,379
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	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. 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liability	Warrant Liability The Company accounts for the 7,080,000 warrants issued in connection with the Initial Public Offering (the 6,900,000 Public Warrants and the 180,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.
Stock Based Compensation	Stock Based Compensation The transfer of the Founders Shares is in 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 granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering). 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 the Initial Public Offering was 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. The value of the transferred Founders Shares on the grant date of September 4, 2020, was minimal, as such no stock-based compensation expense has been recognized.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. 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 tax examinations 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.
Net Income Per Common Share	Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of Class A common stock is computed by dividing net income by the weighted average number of shares of Class A common stock, which are referred to as outstanding for the period. As of September 30, 2022, the Company had 34,500,000 Class A common public shares subject to possible redemption, 900,000 Class A common private shares and 8,625,000 Class B common shares. Earnings and losses are shared pro rata between the two classes of private shares or 9,525,000 private shares. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants would be anti-dilutive. The warrants are exercisable to purchase 7,080,000 shares of Class A common stock in the aggregate. At September 30, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the three months ended September 30, 2022, and 2021. For the nine months ended September 30, 2022, and 2021, net income per common share is as follows: Nine months ended September 30, 2022 Nine months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 4,490,264 $ 1,239,703 $ 1,854,741 $ 527,401 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 33,236,264 9,450,824 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.06 $ 0.06 Three months ended September 30, 2021 Three months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 928,227 $ 256,272 $ 2,696,156 $ 744,373 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 34,500,000 9,525,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.08 $ 0.08
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 we are a smaller reporting company, adoption of ASU 2020-06 will be required for fiscal years beginning after December 15, 2023, including interim periods with those fiscal years. The Company is still evaluating the impact of ASU 2020-06 and will adopt as required. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2022
Summary of Significant Accounting Policies
Schedule of calculation of Basic and diluted Net Income Per Common Share	Nine months ended September 30, 2022 Nine months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 4,490,264 $ 1,239,703 $ 1,854,741 $ 527,401 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 33,236,264 9,450,824 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.06 $ 0.06 Three months ended September 30, 2021 Three months ended September 30, 2021 (unaudited) (unaudited) Public Shares Private Shares Public Shares Private Shares Basic and diluted net income per share Numerator: Allocation of net income $ 928,227 $ 256,272 $ 2,696,156 $ 744,373 Denominator Weighted-average shares outstanding 34,500,000 9,525,000 34,500,000 9,525,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.08 $ 0.08
Schedule of recognizes changes in redemption value	Gross proceeds $ 345,000,000 Less: Redeemable ordinary share issuance costs (18,882,781) Proceeds allocated to Public Warrants (10,030,530) Excess fair value over consideration of the anchor investors investment in the sponsor (3,946,407) Plus: Accretion of carrying value to redemption value 32,859,718 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Accretion of carrying value to redemption value 1,286,379 Class A common stock subject to possible redemption, September 30, 2022 $ 346,286,379

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Measurements
Schedule of company's warrant liabilities measured at fair value on recurring basis	September 30, December 31, Liabilities: Level 2022 2021 Warrant Liability – Public Warrants 1 $ 828,000 $ 5,796,000 Warrant Liability – Private Placement Warrants 3 $ 21,600 $ 152,676
Schedule of key inputs for fair value	Input September 30, 2022 December 31, 2021 Risk-free interest rate 4.02 % 1.11 % Expected term to initial business combination (years) 0.27 years 0.47 years Dividend yield 0 % 0 % Expected volatility 10.18 % 17.0 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 0.12 $ 0.8482
Summary of reconciliation of changes in fair value of the beginning and ending balances for warrants classified as Level 3	Private Placement Warrants Public Warrants Warrant Liability Initial measurement of fair value on December 31, 2021 $ 152,676 $ 5,796,000 $ 5,948,676 Change in valuation inputs or other assumptions (113,022) (4,278,000) (4,391,022) Fair value as of June 30, 2022 39,654 1,518,000 1,557,654 Change in valuation inputs or other assumptions (18,054) (690,000) (708,054) Fair value as of September 30, 2022 $ 21,600 $ 828,000 $ 849,600

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
Income Taxes (Tables)	Sep. 30, 2022
Income Taxes
Schedule of components of net deferred income tax asset	September 30, 2022 December 31, 2021 June 30, 2022 Deferred tax asset: Organizational costs/Startup expenses $ 632,285 $ 476,100 49,828 Federal net operating loss — 16,177 — Total deferred tax asset 632,285 492,277 49,828 Valuation allowance (632,285) (492,277) (49,828) Deferred tax asset, net of allowance $ — $ — $ —
Schedule of income tax	Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Federal: Current $ 344,337 $ — $ 189,691 $ — Deferred (156,185) — $ (49,828) — State: Current — — — — Deferred — — — — Valuation allowance 156,185 — 49,828 — Income tax provision $ 344,337 $ — $ 189,691 $ —
Schedule of reconciliation of the federal income tax rate	Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Statutory federal income tax rate 21.0 % — 21.0 % — State taxes, net of federal tax benefit 0.0 % — 0.0 % — Change in fair value of the warrant liability (17.6) % — (10.8) % — Change in valuation allowance 2.6 % — 3.6 % — Income tax provision 5.9 % — 13.8 % —

Organization, Business Operat_2

Organization, Business Operations and Liquidity (Details)		9 Months Ended	12 Months Ended
Organization, Business Operations and Liquidity (Details)	Jan. 11, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)	Aug. 31, 2020 $ / shares
Description of Organization and Business Operations
Transaction costs		$ 19,570,579	$ 19,570,579
Adjustments to additional paid in capital		19,001,066	19,001,066
Transaction costs allocated to warrant liability			569,513
Cash underwriting fees		6,900,000	6,900,000
Deferred underwriting fees		12,075,000	12,075,000
Other offering costs		595,579	$ 595,579
Cash held outside trust account	$ 2,075,000	$ 97,000
Assets placed in trust account (in dollars per unit) \| $ / shares	$ 10
Assets held in trust, Maximum limit for withdrawal	$ 250,000
Minimum number of target businesses for Initial Business Combination \| item		1
Initial Business Combination, fair value minimum percent of assets held in trust		80%
Percentage of minimum ownership required to complete business combination		50%
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Redemption price (in dollar per share) \| $ / shares		$ 10
Minimum net tangible assets to complete business combination		$ 5,000,001
Restriction on redemption of common stock sold (as a percent)		15%
Redemption obligation of shares upon non completion of business combination (as a percent)		100%
Maximum period for completion of business combination		24 months
Uncompleted business combination, wind-up period		27 months
Minimum days for reasonably possible period		10 days
Maximum reduction in interest to pay dissolution expenses		$ 100,000
Minimum unit price held in trust account \| $ / shares		$ 10
Anchor Investors
Description of Organization and Business Operations
Aggregate amount proceeds from offering	6,112,963
Consideration payment for sale of stock	4,064,692
Payment for purchase of public warrants	$ 118,285
Warrants
Description of Organization and Business Operations
Transaction costs		$ 569,513
Sponsor
Description of Organization and Business Operations
Units issued \| shares		1,499,950
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001
IPO
Description of Organization and Business Operations
Units issued \| shares	34,500,000
Gross proceeds	$ 345,000,000
Unit price (in dollars per unit) \| $ / shares	$ 10
Cash and cash equivalents held in Trust Account	$ 345,000,000
Share price (in dollars per share) \| $ / shares	$ 10
IPO \| Anchor Investors
Description of Organization and Business Operations
Unit price (in dollars per unit) \| $ / shares	$ 10
Number of units sold \| shares	5,985,000
Aggregate amount proceeds from offering	$ 59,850,000
IPO \| Anchor Investors \| Class A Units
Description of Organization and Business Operations
Number of units sold \| shares	204,744
IPO \| Anchor Investors \| Founder shares
Description of Organization and Business Operations
Number of units sold \| shares	597,871
Over-allotment option
Description of Organization and Business Operations
Units issued \| shares	4,500,000
Unit price (in dollars per unit) \| $ / shares	$ 10
Private Placement Units
Description of Organization and Business Operations
Units issued \| shares		900,000
Unit price (in dollars per unit) \| $ / shares		$ 10
Private Placement Units \| Sponsor
Description of Organization and Business Operations
Units issued \| shares	900,000
Gross proceeds	$ 9,000,000
Unit price (in dollars per unit) \| $ / shares	$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)	Sep. 30, 2022 USD ($)
Concentration of Credit Risk
Federal Depository Insurance Coverage amount	$ 250,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Shares Subject to Possible Redemption (Details) - USD ($)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Less:
Excess fair value over consideration of the anchor investors investment in the sponsor	$ (3,946,407)
Class A common stock \| IPO
Number of shares issued		34,500,000
Class A common stock subject to redemption
Gross proceeds			$ 345,000,000
Less:
Redeemable Class A common stock issuance costs			(18,882,781)
Proceeds allocated to Public Warrants			(10,030,530)
Excess fair value over consideration of the anchor investors investment in the sponsor			(3,946,407)
Plus:
Accretion of carrying value to redemption value		$ 1,286,379	32,859,718
Class A common stock subject to possible redemption		$ 346,286,379	$ 345,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Income Taxes (Details)	Sep. 30, 2022 USD ($)
Income Taxes
Unrecognized tax benefits	$ 0
Unrecognized tax benefits interest and penalties accrued	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of net income	$ 1,184,499	$ 3,440,529	$ 4,545,468	$ (1,058,387)	$ 5,729,967	$ 2,382,142
Class A common stock
Denominator:
Number or shares in which warrants are exercisable	7,080,000				7,080,000
Public Shares
Numerator:
Allocation of net income	$ 928,227	$ 2,696,156			$ 4,490,264	$ 1,854,741
Denominator:
Weighted-average shares outstanding, Basic	34,500,000	34,500,000			34,500,000	33,236,264
Weighted-average shares outstanding, Diluted	34,500,000	34,500,000			34,500,000	33,236,264
Net income per share, Basic	$ 0.03	$ 0.08			$ 0.13	$ 0.06
Net income per share, Diluted	$ 0.03	$ 0.08			$ 0.13	$ 0.06
Private shares
Numerator:
Allocation of net income	$ 256,272	$ 744,373			$ 1,239,703	$ 527,401
Denominator:
Weighted-average shares outstanding, Basic	9,525,000	9,525,000			9,525,000	9,450,824
Weighted-average shares outstanding, Diluted	9,525,000	9,525,000			9,525,000	9,450,824
Net income per share, Basic	$ 0.03	$ 0.08			$ 0.13	$ 0.06
Net income per share, Diluted	$ 0.03	$ 0.08			$ 0.13	$ 0.06

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Additional information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accretion of discount on securities	$ 952,591	$ 15,796	$ 1,822,347	$ 30,046
Offering costs			19,570,579		$ 19,570,579
Cash underwriting fees			6,900,000		6,900,000
Deferred underwriting fees			12,075,000		12,075,000
Other offering costs			595,579		595,579
Transaction costs allocated to warrant liability					569,513
Offering costs from initial public offering			$ 19,001,066		19,001,066
Warrant liability	7,080,000		7,080,000
Stock based compensation expense			$ 0
U.S. Treasury securities
Fair value of Marketable securities	$ 346,667,077		346,667,077		345,102,999
Amortized cost of Marketable securities	$ 346,681,932		$ 346,681,932		$ 345,122,968
Public warrant
Warrant liability	6,900,000		6,900,000
Private Placement Warrants
Warrant liability	180,000		180,000
Class A common stock
Common stock, shares	900,000		900,000
Class A common stock subject to redemption
Common shares subject to possible redemption (in shares)	34,500,000		34,500,000		34,500,000
Class A common stock not subject to redemption
Common stock, shares	900,000		900,000		900,000
Class B common stock
Common stock, shares	8,625,000		8,625,000		8,625,000
Private shares
Common stock, shares	9,525,000		9,525,000

Public Offering (Details)

Public Offering (Details)		9 Months Ended
Public Offering (Details)	Jan. 11, 2021 $ / shares shares	Sep. 30, 2022 D item $ / shares shares
Initial Public Offering
Threshold issue price per share		$ 9.20
Percentage of gross proceeds on total equity proceeds		60%
Threshold trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115%
Stock price trigger for redemption of public warrants price 1 (in dollars per share)		$ 10
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)		100%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180%
Sponsor
Initial Public Offering
Units issued \| shares		1,499,950
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Initial Public Offering
Redemption price per warrant		$ 0.01
Minimum period of notice of redemption		30 days
Closing price of the ordinary shares		$ 18
Trading days for warrant redemption \| D		20
Trading consecutive days for warrant redemption \| D		30
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
Initial Public Offering
Redemption price per warrant		$ 0.10
Minimum period of notice of redemption		30 days
Closing price of the ordinary shares		$ 10
Trading days for warrant redemption \| D		30
Common stock
Initial Public Offering
Threshold issue price per share		$ 9.20
Public warrant
Initial Public Offering
Number of warrants exercisable for cash \| item		0
Period allowed after closing of Business Combination for cashless exercise		90 days
Public warrant \| Anchor investor
Initial Public Offering
Units issued \| shares	6,000,000
Private warrant \| Common stock
Initial Public Offering
Number of days of restriction for transferring, assigning or sale of warrants		30 days
Private warrant \| Class A common stock
Initial Public Offering
Number of shares issuable for each warrant \| shares		1
IPO
Initial Public Offering
Units issued \| shares	34,500,000
Unit price (in dollars per unit)	$ 10
Number of days after the completion of the initial Business Combination that the warrants are exercisable		30 days
Period after the closing of the initial public offering that the warrants are exercisable		12 months
IPO \| Common stock
Initial Public Offering
Number of shares of common stock included in each unit \| shares	1
IPO \| Public warrant
Initial Public Offering
Number of redeemable warrants included in each unit \| shares	0.2
Number of shares issuable for each warrant \| shares	1
IPO \| Public warrant \| Common stock
Initial Public Offering
Warrant price (in dollars per share)	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)				9 Months Ended
	Jan. 11, 2021	Sep. 04, 2020	Aug. 31, 2020	Sep. 30, 2022	Sep. 30, 2021
Related Party Transactions
Common stock, par value				$ 0.0001
Proceeds from issuance of Class A units					$ 354,000,000
Maximum number of shares subject to forfeiture	0
Founder
Related Party Transactions
Proceeds from issuance of common stock to sponsor, per share			$ 0.0029
Restriction period for Transfer, assign or selling of founder shares				1 year
Minimum share price of any 20 days within any 30 days				$ 12
Number of specific trading days that share price must exceed threshold price within 30 days				20 days
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days				30 days
Minimum period for Commencing Transfer, assign or selling of shares				150 days
Initial director nominees
Related Party Transactions
Issuance of common stock (in shares)		60,000
Proceeds from issuance of Class A units		$ 176
Proceeds from issuance of common stock to sponsor, per share		$ 0.0029
Sponsor
Related Party Transactions
Issuance of common stock (in shares)			8,625,000
Common stock, par value			$ 0.0001
Proceeds from issuance of Class A units			$ 25,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Units (Details) - USD ($)		6 Months Ended	9 Months Ended
	Jan. 11, 2021	Jun. 30, 2021	Sep. 30, 2022
Related Party Transactions
Issuance of common stock		$ 9,000,000
Private warrant \| Class A common stock
Related Party Transactions
Number of shares issuable for each warrant			1
Aggregate purchase price (per share)			$ 11.50
Sponsor
Related Party Transactions
Units issued			1,499,950
Private Placement Units
Related Party Transactions
Units issued			900,000
Unit price (in dollars per unit)			$ 10
Issuance of common stock			$ 9,000,000
Private Placement Units \| Class A common stock
Related Party Transactions
Number of shares of common stock included in each unit			1
Private Placement Units \| Private warrant
Related Party Transactions
Number of shares issuable for each warrant			0.2
Private Placement Units \| Sponsor
Related Party Transactions
Units issued	900,000
Unit price (in dollars per unit)	$ 10
Restriction period for Transfer, assign or selling of founder shares			1 year
Minimum share price of any 20 days within any 30 days			$ 12
Number of specific trading days that share price must exceed threshold price within 30 days			20 days
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days			30 days
Minimum period for Commencing Transfer, assign or selling of shares			150 days

Related Party Transactions - Re

Related Party Transactions - Related Party Loans received and Administrative Support Agreement (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 11, 2021
Related Party Transactions
General and administrative expenses		$ 287,277	$ 741,366	$ 893,736	$ 2,610,415
Accrued expenses		2,080,388		2,080,388		$ 1,816,775
Related Party Loans
Related Party Transactions
Amount outstanding on loan from related party							$ 83,000
Administrative Support Agreement
Related Party Transactions
Office space and general administrative services expenses per month				10,000
General and administrative expenses		30,000	$ 30,000	90,000	$ 83,550
Accrued expenses		206,775		206,775		116,775
Out-pocket expense ceiling limit				$ 0
Sponsor \| Related Party Loans
Related Party Transactions
Maximum borrowings from related party	$ 200,000
Working capital convertible price				$ 10
Maximum working capital convertible				$ 1,500,000
Working capital loan		$ 0		$ 0		$ 0

Commitments (Details)

Commitments (Details)		9 Months Ended	12 Months Ended
Commitments (Details)	Jan. 11, 2021 USD ($) $ / shares	Sep. 30, 2022 USD ($) item $ / shares	Dec. 31, 2021 USD ($) $ / shares
Maximum number of demands \| item		3
Underwriters discount paid \| $		$ 12,075,000	$ 12,075,000
Deferred fee per unit \| $ / shares		$ 0.35	$ 0.35
Over-allotment option
Underwriting discount paid (per Unit) \| $ / shares	$ 0.20
Underwriters discount paid \| $	$ 6,900,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	9 Months Ended
Stockholders' Equity (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Common Stock
Common stock, par value \| $ / shares	$ 0.0001
Common stock, vote per share \| Vote	1
Preferred Stock
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
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, vote per share \| Vote	1
Common stock, shares issued	35,400,000	35,400,000
Common stock, shares outstanding	35,400,000	35,400,000
Conversion ratio	1
Class A common stock subject to redemption
Common Stock
Common shares subject to possible redemption (in shares)	34,500,000	34,500,000
Class B common stock
Common Stock
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, vote per share \| Vote	1
Common stock, shares outstanding	8,625,000	8,625,000
Percentage of ownership in initial stockholders after proposed public offering	20%

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 \| Public Warrants
Fair Value Measurements
Warrant liability	$ 828,000	$ 5,796,000
Level 3 \| Private Placement Warrants
Fair Value Measurements
Warrant liability	$ 21,600	$ 152,676

Fair Value Measurements - Key I

Fair Value Measurements - Key Inputs Into The Monte Carlo simulation model (Details) - Level 3 - Private Placement Warrants	Sep. 30, 2022 Y item USD ($) $ / shares	Dec. 31, 2021 item Y $ / shares USD ($)
Risk-free interest rate
Fair Value Measurements
Measurement input	0.0402	0.0111
Expected term to initial business combination (years)
Fair Value Measurements
Measurement input \| Y	0.27	0.47
Dividend yield
Fair Value Measurements
Measurement input	0	0
Expected volatility
Fair Value Measurements
Measurement input	0.1018	0.170
Exercise price
Fair Value Measurements
Measurement input \| $ / shares	11.50	11.50
Fair value of Units
Fair Value Measurements
Measurement input \| $	0.12	0.8482

Fair Value Measurements - Recon

Fair Value Measurements - Reconciliation of changes in fair value of the beginning and ending balances for warrants classified as Level 3 (Details) - Level 3 - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	$ 1,557,654	$ 5,948,676
Change in valuation inputs or other assumptions	(708,054)	(4,391,022)
Fair value at the end	849,600	1,557,654
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	39,654	152,676
Change in valuation inputs or other assumptions	(18,054)	(113,022)
Fair value at the end	21,600	39,654
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	1,518,000	5,796,000
Change in valuation inputs or other assumptions	(690,000)	(4,278,000)
Fair value at the end	$ 828,000	$ 1,518,000

Income Taxes - Schedule of comp

Income Taxes - Schedule of components of net deferred income tax asset (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Deferred tax asset:
Organizational costs/Startup expenses	$ 632,285	$ 49,828	$ 476,100
Federal net operating loss			16,177
Total deferred tax asset	632,285	49,828	492,277
Valuation allowance	$ (632,285)	$ (49,828)	$ (492,277)

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Federal:
Current	$ 189,691	$ 344,337
Deferred	(49,828)	(156,185)
Valuation allowance	49,828	156,185
Income tax provision	$ 189,691	$ 344,337

Income Taxes - Summary of recon

Income Taxes - Summary of reconciliation of federal income tax rate to the Company effective tax rate (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Income Taxes
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of the warrant liability	(10.80%)	(17.60%)
Change in valuation allowance	3.60%	2.60%
Income tax provision	13.80%	5.90%
Change in valuation allowance, Amount		$ 140,008

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Events	Oct. 28, 2022 USD ($)
Subsequent Events
Minimum net tangible assets upon consummation of business combination	$ 5,000,001
Maximum net interest to pay dissolution expenses	$ 100,000