Mason Industrial Technology (MIT) 10-Q28 Oct 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Oct. 21, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	MASON INDUSTRIAL TECHNOLOGY, INC.
Entity Central Index Key	0001826058
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	NY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity File Number	001-39955
Entity Tax Identification Number	85-2856616
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	771-1200
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per
Trading Symbol	MIT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		50,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,500,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock
Trading Symbol	MIT.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	share Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	MIT.W
Security Exchange Name	NYSE

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 352,615	$ 975,393
Prepaid and other current assets	231,313	522,200
Total current assets	583,928	1,497,593
NONCURRENT ASSETS
Cash held in trust account	502,593,553	500,029,521
Other assets	0	43,517
Derivative forward purchase agreement asset	0	102,643
Total noncurrent assets	502,593,553	500,175,681
TOTAL ASSETS	503,177,481	501,673,274
CURRENT LIABILTIES
Accounts payable and accrued expenses	5,583	206,424
Franchise tax payable	38,412	186,031
Convertible note payable - related party	300,000	0
Income tax payable	418,045	0
Total current liabilities	762,040	392,455
LONG-TERM LIABILTIES
Deferred underwriting commissions	17,500,000	17,500,000
Derivative warrant liabilities	1,019,200	16,816,800
Derivative forward purchase agreement liability	30,045	0
Total liabilities	19,311,285	34,709,255
Commitments and Contingencies
Class A common stock subject to possible redemption: 50,000,000 shares as of September 30, 2022 and December 31, 2021, respectively, at redemption value of $10.04 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021, respectively	502,136,962	500,000,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Additional paid-in capital	0	0
Accumulated deficit	(18,272,016)	(33,037,231)
Total stockholders' deficit	(18,270,766)	(33,035,981)
TOTAL LIABILITIES, REEDEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	503,177,481	501,673,274
Common Class A [Member]
LONG-TERM LIABILTIES
Class A common stock subject to possible redemption: 50,000,000 shares as of September 30, 2022 and December 31, 2021, respectively, at redemption value of $10.04 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021, respectively	502,136,962	500,000,000
STOCKHOLDERS' DEFICIT
Common stock	0	0
Common Class B [Member]
STOCKHOLDERS' DEFICIT
Common stock	$ 1,250	$ 1,250

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par or stated value 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 Class A [Member]
Temporary equity, shares outstanding	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class A [Member] \| Shares Subject To Possible Redemption [Member]
Temporary equity, shares outstanding	50,000,000	0
Temporary equity, redemption price per share	$ 10.04	$ 10
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	12,500,000	12,500,000
Common stock, shares outstanding	12,500,000	12,500,000

Statements Of Operations

Statements Of Operations - USD ($)	3 Months Ended		9 Months Ended
Statements Of Operations - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
OPERATING EXPENSES
General and administrative expenses	$ 251,802	$ 255,261	$ 1,056,207	$ 667,878
Franchise tax expense	50,000	50,000	150,136	218,310
Total operating expenses	(301,802)	(305,261)	(1,206,343)	(886,188)
OTHER INCOME (EXPENSE)
Interest income on marketable securities held in Trust Account	2,260,666	7,682	3,011,653	20,040
Underwriting discounts and offering costs attributed to derivative warrant liabilities	0	0	0	(1,321,353)
Change in fair value of derivative warrant liabilities	2,548,000	4,674,534	15,797,600	18,374,401
Change in fair value of derivative forward purchase agreement	151,906	(158,035)	(132,688)	462,191
Total other income	4,960,572	4,524,181	18,676,565	17,535,279
NET INCOME BEFORE INCOME TAX	4,658,770	4,218,920	17,470,222	16,649,091
Income tax expense	464,234	0	568,045	0
NET INCOME	4,194,536	4,218,920	16,902,177	16,649,091
Common Class A [Member]
OTHER INCOME (EXPENSE)
NET INCOME	$ 3,355,629	$ 3,376,672	$ 13,521,742	$ 12,979,386
Basic weighted average shares outstanding	50,000,000	50,000,000	50,000,000	44,301,471
Diluted weighted average shares outstanding	50,000,000	50,000,000	50,000,000	44,301,471
Basic net income (loss) per share	$ 0.07	$ 0.07	$ 0.27	$ 0.29
Diluted net income (loss) per share	$ 0.07	$ 0.07	$ 0.27	$ 0.29
Common Class B [Member]
OTHER INCOME (EXPENSE)
NET INCOME	$ 838,907	$ 842,248	$ 3,380,435	$ 3,669,705
Basic weighted average shares outstanding	12,500,000	12,500,000	12,500,000	12,544,872
Diluted weighted average shares outstanding	12,500,000	12,500,000	12,500,000	12,544,872
Basic net income (loss) per share	$ 0.07	$ 0.07	$ 0.27	$ 0.29
Diluted net income (loss) per share	$ 0.07	$ 0.07	$ 0.27	$ 0.29

Statements Of Changes In Stockh

Statements Of Changes In Stockholders' Deficit - USD ($)		Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class B Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]
Beginning Balance , Shares at Dec. 31, 2020						12,937,500
Beginning Balance at Dec. 31, 2020		$ (58,334)	$ 23,706	$ (83,334)		$ 1,294
Forfeiture of Founder Shares, Shares	[1]					(437,500)
Forfeiture of Founder Shares	[1]		44			$ (44)
Initial classification of derivative forward purchase agreement		(327,414)	(327,414)
Remeasurement of Class A common stock subject to possible redemption		(50,081,908)	303,664	(50,385,572)
Net income (loss)		17,723,284		17,723,284
Ending Balance , Shares at Mar. 31, 2021						12,500,000
Ending Balance at Mar. 31, 2021		(32,744,372)	0	(32,745,622)		$ 1,250
Beginning Balance , Shares at Dec. 31, 2020						12,937,500
Beginning Balance at Dec. 31, 2020		(58,334)	23,706	(83,334)		$ 1,294
Remeasurement of Class A common stock subject to possible redemption		(50,281,408)
Net income (loss)		16,649,091			$ 3,669,705
Ending Balance , Shares at Sep. 30, 2021						12,500,000
Ending Balance at Sep. 30, 2021		(33,818,565)	0	(33,819,815)		$ 1,250
Beginning Balance , Shares at Dec. 31, 2020						12,937,500
Beginning Balance at Dec. 31, 2020		(58,334)	23,706	(83,334)		$ 1,294
Ending Balance , Shares at Dec. 31, 2021						12,500,000
Ending Balance at Dec. 31, 2021		(33,035,981)	0	(33,037,231)		$ 1,250
Beginning Balance , Shares at Mar. 31, 2021						12,500,000
Beginning Balance at Mar. 31, 2021		(32,744,372)	0	(32,745,622)		$ 1,250
Net income (loss)		(5,293,113)		(5,293,113)
Ending Balance , Shares at Jun. 30, 2021						12,500,000
Ending Balance at Jun. 30, 2021		(38,037,485)	0	(38,038,735)		$ 1,250
Net income (loss)		4,218,920		4,218,920	842,248
Ending Balance , Shares at Sep. 30, 2021						12,500,000
Ending Balance at Sep. 30, 2021		(33,818,565)	0	(33,819,815)		$ 1,250
Beginning Balance , Shares at Dec. 31, 2021						12,500,000
Beginning Balance at Dec. 31, 2021		(33,035,981)	0	(33,037,231)		$ 1,250
Net income (loss)		7,444,176		7,444,176
Ending Balance , Shares at Mar. 31, 2022						12,500,000
Ending Balance at Mar. 31, 2022		(25,591,805)	0	(25,593,055)		$ 1,250
Beginning Balance , Shares at Dec. 31, 2021						12,500,000
Beginning Balance at Dec. 31, 2021		(33,035,981)	0	(33,037,231)		$ 1,250
Remeasurement of Class A common stock subject to possible redemption		(2,136,962)
Net income (loss)		16,902,177			3,380,435
Ending Balance , Shares at Sep. 30, 2022						12,500,000
Ending Balance at Sep. 30, 2022		(18,270,766)	0	(18,272,016)		$ 1,250
Beginning Balance , Shares at Mar. 31, 2022						12,500,000
Beginning Balance at Mar. 31, 2022		(25,591,805)	0	(25,593,055)		$ 1,250
Remeasurement of Class A common stock subject to possible redemption		(390,530)		(390,530)
Net income (loss)		5,263,465		5,263,465
Ending Balance , Shares at Jun. 30, 2022						12,500,000
Ending Balance at Jun. 30, 2022		(20,718,870)	0	(20,720,120)		$ 1,250
Remeasurement of Class A common stock subject to possible redemption		(1,746,432)		(1,746,432)
Net income (loss)		4,194,536		4,194,536	$ 838,907
Ending Balance , Shares at Sep. 30, 2022						12,500,000
Ending Balance at Sep. 30, 2022		$ (18,270,766)	$ 0	$ (18,272,016)		$ 1,250

[1]On January 29, 2021 the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters election to partially exercise their overallotment option.

Statements Of Changes In Stoc_2

Statements Of Changes In Stockholders' Deficit (Parenthetical)	Jan. 29, 2021 shares
Over-Allotment Option [Member] \| Founder Shares [Member]
Common stock subject to forfeiture	437,500

Statement Of Cash Flows

Statement Of Cash Flows - USD ($)		3 Months Ended				9 Months Ended		12 Months Ended
Statement Of Cash Flows - USD ($)		Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$ 4,194,536	$ 7,444,176	$ 4,218,920	$ 17,723,284	$ 16,902,177	$ 16,649,091
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust Account						(3,011,653)	(20,040)
Underwriting discounts and transaction costs attributed to warrant liability						0	1,321,353
Change in fair value of derivative liabilities		(2,548,000)	(8,408,400)	(4,674,534)		(15,797,600)	(18,374,401)
Change in fair value of derivative forward purchase agreement						132,688	(462,191)
Changes in operating assets and liabilities:
Prepaid and other current assets						290,887	(247,758)
Accounts payable and accrued expenses						(200,841)	(66,878)
Other Assets						43,517	(174,067)
Franchise tax payable						(147,619)	218,310
Income tax payable						418,045	0
Net cash used in operating activities						(1,370,399)	(1,156,581)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account						0	(500,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	[1]					447,621	0
Net cash provided by (used in) investing activities						447,621	(500,000,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid						0	489,596,740
Proceeds from sale of Private Placement Warrants						0	13,220,000
Proceeds received from related party working capital loan						300,000	0
Repayment of note payable – related party							(300,000)
Payment of offering costs						0	(125,000)
Net cash provided by financing activities						300,000	502,391,740
NET CHANGE IN CASH						(622,778)	1,235,159
CASH, BEGINNING OF PERIOD			$ 975,393		167,224	975,393	167,224	$ 167,224
CASH, END OF PERIOD		352,615		$ 1,402,383		352,615	1,402,383	$ 975,393
NONCASH ACTIVITIES
Initial classification of derivative liability						0	36,720,001
Initial classification of derivative forward purchase agreement						0	(327,414)
Initial value of common stock subject to possible redemption						0	500,000,000
Remeasurement of Class A common stock subject to possible redemption		$ 1,746,432			$ 50,081,908	2,136,962	50,281,408
Deferred underwriting fees charged to additional paid-in capital						0	17,500,000
SUPPLEMENTAL DISCLOSURES
Cash paid for taxes						$ 150,058	$ 0

[1]Used for the payment of Delaware Franchise taxes and estimated U.S. income taxes.

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Operations Mason Industrial Technology, Inc. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022, relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating Corporate Organization and Initial Public Offering The Company was incorporated in Delaware on August 31, 2020. The Company’s sponsor is Mason Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). On February 2, 2021, the Company consummated its IPO of 50,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $500.0 million of gross proceeds. Of the 50,000,000 units issued, 45,000,000 Units were included in the Company’s initial offering, and 5,000,000 Units resulted from the underwriter partially exercising its over- allotment option. The net proceeds of the IPO were $472.1 million, after deducting expenses and underwriting discounts and commissions of approximately $27.9 million, which includes $17.5 million in deferred underwriting commissions (see Note 8, Commitments and Contingencies, for more information). Public Warrants Each Unit consists of one share of Class A common stock and one-third 20-trading-day No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 8,813,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $13.2 million (see Note 6, Related Party Transactions, for more information). The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. Forward Purchase Agreement Simultaneously with the closing of the IPO, the Company entered into a Forward Purchase Agreement (the “FPA”) with the Sponsor, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 forward purchase units (the “FPA Units”), consisting of one share of Class A common stock (the “FPA Share”) and one-third managing member of the Sponsor. The FPA Shares will be identical to the shares of Class A common stock included in the units being sold in the IPO, except that they will be subject to transfer restrictions and registration rights. The FPA Warrants will have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted assignees and transferees. Transaction Costs Transaction costs amounted to $27.9 million, consisting of $10.0 million of underwriting fees, $17.5 million of deferred underwriting commissions, and $0.4 million of other offering costs. The Trust Account Following the closing of the IPO on February 2, 2021, $500.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds held in the Trust Account are invested in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Initial Business Combination within 24 months from the closing of the IPO but has not completed the Initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-Initial Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 3, Fair Value Measurements) held by them if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquired shares of Class A common stock in the IPO or acquires such shares after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period. Separate Trading of Class A common shares and Public Warrants On March 18, 2021, the Company announced that, commencing March 22, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “MIT.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “MIT” and “MIT.W,” respectively. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of September 30, 2022 and December 31, 2021, the Company had $352,615 and $975,393 in cash not held in the Trust Account and available for working capital purposes, respectively. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating the business. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40,

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim 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 should be read in conjunction with the Company’s financial statements, summary of significant accounting policies and notes included in the Company’s Annual Report on Form 10-K 10-K”). 10-K 10-K. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities (2) the measurement of the derivative forward purchase agreement, (3) the measurement of convertible notes, and (4) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. 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. The Company’s cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date. Cash held in Trust Account At September 30, 2022 and December 31, 2021, the Company had approximately $502.6 million and $500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills, respectively. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Derivative liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of instruments issuance and as of each subsequent reporting period end date while the instruments are outstanding. The Company evaluated the Public Warrants, the Private Placement Warrants, Over-allotment option, and the FPA (which are discussed in Note 3, Fair Value Measurements, Note 4, Stockholders’ Deficit and Note 6, Related Party Transactions) in accordance with ASC 815-40, 815-40”), Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, 470-20”), Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. 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 common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of September 30, 2022 and December 31, 2021, the Company has recorded franchise taxes payable of $38,412 and $186,031, respectively. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.96% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.25% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21.00% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in derivative warrant liabilities and derivative forward purchase agreements. 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 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expense and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the IRA to have a material adverse impact to our financial statements. Net Income Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income per common share is computed by dividing net income, on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two- class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, and December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 3 — FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured on a Recurring Basis Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, the derivative forward purchase agreement, and derivative liabilities. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at September 30, 2022 and December 31, 2021. Fair Value Measured as of Assets: Level 1 Level 2 Level 3 Investments held in Trust Account (1) $ 502,593,553 $ — $ — Liabilities: Derivative forward purchase agreements (2) $ — $ — $ 30,045 Derivative warrant liabilities - Public Warrants (3) $ 666,667 $ — $ — Derivative warrant liabilities - Private Placement Warrants (4) $ — $ — $ 352,533 Fair Value Measured as of Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 500,029,521 $ — $ — Derivative forward purchase agreements (2) $ — $ — $ 102,643 Liabilities: Derivative warrant liabilities - Public Warrants (3) $ 11,000,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants (4) $ — $ — $ 5,816,800 (1) The fair value of investments in Trust Account was based on the quoted market price. (2) The fair value of derivative forward purchase agreement was based on the forward price formula. (3) The fair value of derivative liabilities – Public Warrants was based on the quoted market price for MIT.W as of the reporting date. (4) The fair value of derivative liabilities – Private Placement Warrants was based on the quoted market price for MIT.W as of September 30, 2022 and a modified Black-Scholes model as of December 31, 2021. Investments held in Trust Account. Derivative liabilities . 815-40 Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of September 30, 2022 and December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market under the ticker MIT.W. As of September 30, 2022, the fair market value of Public Warrants was used to determine the fair market value of Private Warrants. The modified Black-Scholes valuation model could not be used as the implied volatility for the Public Warrants was unsolvable as of September 30, 2022, due to the fair market value of Public Warrants declining from $0.66 as of December 31, 2021, to $0.04 as of September 30, 2022. The modified Black-Scholes valuation model was used to measure the fair value of the Private Warrants as of March 31, 2022, and December 31, 2021, respectively. The change in fair value of the derivative liabilities through September 30, 2022 is as follows: Total Derivative Public Warrants Private Warrants Warrants Liability Derivative warrant liabilities at January 1, 2022 $ 11,000,000 $ 5,816,800 $ 16,816,800 Change in fair value of warrant liabilities (5,500,000 ) (2,908,400 ) (8,408,400 ) Derivative warrant liabilities at March 31, 2022 5,500,000 2,908,400 8,408,400 Change in fair value of warrant liabilities (3,166,667 ) (1,674,533 ) (4,841,200 ) Derivative warrant liabilities at June 30, 2022 $ 2,333,333 $ 1,233,867 $ 3,567,200 Change in fair value of warrant liabilities (1,666,666 ) (881,334 ) (2,548,000 ) Derivative warrant liabilities at September 30, 2022 $ 666,667 $ 352,533 $ 1,019,200 Derivative forward purchase agreement 815-40 The FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $80.0 million, pursuant to the FPA, is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA were based on the public trading price of one Class A Common Share and the value of one-third The change in fair value of the derivative forward purchase agreement through September 30, 2022 is as follows: FPA Asset (Liability) Derivative forward purchase agreement at January 1, 2022 $ 102,643 Change in fair value of the derivative forward purchase agreement (431,209 ) Derivative forward purchase agreement at March 31, 2022 (328,566 ) Change in fair value of the derivative forward purchase agreement 146,615 Derivative forward purchase agreement at June 30, 2022 $ (181,951 ) Change in fair value of the derivative forward purchase agreement 151,906 Derivative forward purchase agreement at September 30, 2022 $ (30,045 ) Fair Value of Other Financial Instruments The carrying value of cash, accounts payable and accrued expenses are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
Stockholders' Deficit	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 4 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. In addition, 50,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to the requirements of law. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share Class B Common Stock Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period. Warrant Liabilities agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. As of September 30, 2022 and December 31, 2021, the Company had 16,666,667 public warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading • If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. In addition, the Company may call the Public Warrants for redemption: • in whole and not in part; • at $0.10 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Company’s Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30- If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The private placement warrants will be non-redeemable 30-trading The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of September 30, 2022 and December 31, 2021, the Company had 8,813,334 private placement warrants outstanding.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
Class A Common Stock Subject to Possible Redemption	Sep. 30, 2022
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	NOTE 5 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s 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 future events. As of September 30, 2022 and December 31, 2021, there were 50,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 500,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (26,781,408 ) Proceeds allocated to Public Warrants at issuance (23,500,000 ) Plus: Remeasurement to Class A common stock subject to possible redemption amount 50,281,408 Class A common stock subject to possible redemption - December 31, 2021 and March 31, 2022 500,000,000 Plus: Remeasurement to Class A common stock subject to possible redemption amount 390,530 Class A common stock subject to possible redemption - June 30, 2022 $ 500,390,530 Remeasurement to Class A common stock subject to possible redemption amount 1,746,432 Class A common stock subject to possible redemption - September 30, 2022 $ 502,136,962

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Company effected a stock dividend of 0.125 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 12,937,500 Founder Shares (up to 1,687,500 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over- allotment option is not exercised), representing an adjusted purchase price of approximately $0.002 per share. The financial statements have been retroactively restated to reflect the stock dividend. In January 28, 2021, our sponsor transferred 84,375 founder shares to Edward A. Rose III and 56,250 founder shares to each of James L. Bauman, Diane M. Parisi, William B. Plummer and Philip B. Whitehead, at the original per share purchase price. On January 29, 2021, the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters’ election to partially exercise their over- allotment option. The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one The Company’s initial stockholders have agreed 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 or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The sale or allocation of the Founder Shares to the Company’s director and officers, as described above, is within the scope of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The estimated fair value of the Founder Shares granted to the Company’s director nominees, based on a Black-Scholes Option Pricing Model valuation, was approximately $2.2 million, or $7.23 per share. The Founder Shares were effectively sold subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of September 30, 2022, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that the consummation of a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Private Placement As described in Note 1, Description of Organization and Business Operations, the Company sold Private Placement Warrants simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable Forward Purchase Agreement As described in Note 1, Description of Organization and Business Operations, the Company entered into an FPA with the Sponsor simultaneously with the closing of the IPO, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 FPA Units, consisting of one share of Class A common stock and one-third Related Party Loan The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest In order to fund working capital deficiencies or finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1.5 million of the Working Capital Loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On May 27, 2022, the Company borrowed $300,000 under the Working Capital Loans, which was outstanding as of September 30, 2022. The conversion feature included in the Working Capital Loan is considered an embedded derivative under ASC 815 and the fair value is remeasured at the end of each reporting period. The fair value as of May 27, 2022 and September 30, 2022 was immaterial. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Net Income Per Common Share

Net Income Per Common Share	9 Months Ended
Net Income Per Common Share	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Income Per Common Share	NOTE 7 — NET INCOME PER COMMON SHARE The Company has two classes of shares, Class A common stock and Class B common stock. Net income per common share is computed by dividing net income, on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The Company has not considered the effect of the Working Capital Loans, and warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022 and December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Reconciliation of Net Income per Common Share The following table reflects the calculation of basic and diluted Net income per common share: Three months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator $ 3,355,629 $ 838,907 $ 3,376,672 $ 842,248 Allocation of net income Denominator Weighted-average shares outstanding 50,000,000 12,500,000 50,000,000 12,500,000 Basic and diluted net income per share $ 0.07 $ 0.07 $ 0.07 $ 0.07 Nine months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator $ 13,521,742 $ 3,380,435 $ 12,979,386 $ 3,669,705 Allocation of net income Denominator Weighted-average shares outstanding 50,000,000 12,500,000 44,301,471 12,544,872 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.29 $ 0.29

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement, dated January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). 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 have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $10.0 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $17.5 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of September 30, 2022 and December 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions through the date these condensed financial statements were issued. The Company determined there were no events that required disclosure in these financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim 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 should be read in conjunction with the Company’s financial statements, summary of significant accounting policies and notes included in the Company’s Annual Report on Form 10-K 10-K”). 10-K 10-K. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.
Use of Estimates	Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities (2) the measurement of the derivative forward purchase agreement, (3) the measurement of convertible notes, and (4) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.
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. The Company’s cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date.
Cash held in Trust Account	Cash held in Trust Account At September 30, 2022 and December 31, 2021, the Company had approximately $502.6 million and $500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills, respectively.
Fair Value Measurements	Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.
Derivative liabilities and forward purchase agreement	Derivative liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of instruments issuance and as of each subsequent reporting period end date while the instruments are outstanding. The Company evaluated the Public Warrants, the Private Placement Warrants, Over-allotment option, and the FPA (which are discussed in Note 3, Fair Value Measurements, Note 4, Stockholders’ Deficit and Note 6, Related Party Transactions) in accordance with ASC 815-40, 815-40”),
Allocation of Issuance costs	Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, 470-20”), Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. 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 common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in
Franchise Tax Obligation	Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of September 30, 2022 and December 31, 2021, the Company has recorded franchise taxes payable of $38,412 and $186,031, respectively.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.96% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.25% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21.00% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in derivative warrant liabilities and derivative forward purchase agreements. 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 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expense and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the IRA to have a material adverse impact to our financial statements.
Net Income Per Common Share	Net Income Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income per common share is computed by dividing net income, on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two- class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, and December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company.
Recently issued accounting standards	Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Summary of the company's financial assets that are measured at fair value on a recurring basis	The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at September 30, 2022 and December 31, 2021. Fair Value Measured as of Assets: Level 1 Level 2 Level 3 Investments held in Trust Account (1) $ 502,593,553 $ — $ — Liabilities: Derivative forward purchase agreements (2) $ — $ — $ 30,045 Derivative warrant liabilities - Public Warrants (3) $ 666,667 $ — $ — Derivative warrant liabilities - Private Placement Warrants (4) $ — $ — $ 352,533 Fair Value Measured as of Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 500,029,521 $ — $ — Derivative forward purchase agreements (2) $ — $ — $ 102,643 Liabilities: Derivative warrant liabilities - Public Warrants (3) $ 11,000,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants (4) $ — $ — $ 5,816,800 (1) The fair value of investments in Trust Account was based on the quoted market price. (2) The fair value of derivative forward purchase agreement was based on the forward price formula. (3) The fair value of derivative liabilities – Public Warrants was based on the quoted market price for MIT.W as of the reporting date. (4) The fair value of derivative liabilities – Private Placement Warrants was based on the quoted market price for MIT.W as of September 30, 2022 and a modified Black-Scholes model as of December 31, 2021.
Summary of change in the fair value of the derivative warrant liabilities	The change in fair value of the derivative liabilities through September 30, 2022 is as follows: Total Derivative Public Warrants Private Warrants Warrants Liability Derivative warrant liabilities at January 1, 2022 $ 11,000,000 $ 5,816,800 $ 16,816,800 Change in fair value of warrant liabilities (5,500,000 ) (2,908,400 ) (8,408,400 ) Derivative warrant liabilities at March 31, 2022 5,500,000 2,908,400 8,408,400 Change in fair value of warrant liabilities (3,166,667 ) (1,674,533 ) (4,841,200 ) Derivative warrant liabilities at June 30, 2022 $ 2,333,333 $ 1,233,867 $ 3,567,200 Change in fair value of warrant liabilities (1,666,666 ) (881,334 ) (2,548,000 ) Derivative warrant liabilities at September 30, 2022 $ 666,667 $ 352,533 $ 1,019,200
Summary of change in fair value of the FPA Units liability	The change in fair value of the derivative forward purchase agreement through September 30, 2022 is as follows: FPA Asset (Liability) Derivative forward purchase agreement at January 1, 2022 $ 102,643 Change in fair value of the derivative forward purchase agreement (431,209 ) Derivative forward purchase agreement at March 31, 2022 (328,566 ) Change in fair value of the derivative forward purchase agreement 146,615 Derivative forward purchase agreement at June 30, 2022 $ (181,951 ) Change in fair value of the derivative forward purchase agreement 151,906 Derivative forward purchase agreement at September 30, 2022 $ (30,045 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2022
Temporary Equity Disclosure [Abstract]
Schedule of common stock subject to possible redemption	As of September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 500,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (26,781,408 ) Proceeds allocated to Public Warrants at issuance (23,500,000 ) Plus: Remeasurement to Class A common stock subject to possible redemption amount 50,281,408 Class A common stock subject to possible redemption - December 31, 2021 and March 31, 2022 500,000,000 Plus: Remeasurement to Class A common stock subject to possible redemption amount 390,530 Class A common stock subject to possible redemption - June 30, 2022 $ 500,390,530 Remeasurement to Class A common stock subject to possible redemption amount 1,746,432 Class A common stock subject to possible redemption - September 30, 2022 $ 502,136,962

Net Income Per Common Share (Ta

Net Income Per Common Share (Tables)	9 Months Ended
Net Income Per Common Share (Tables)	Sep. 30, 2022
Earnings Per Share [Abstract]
Summary of basic and diluted net income per ordinary share	Reconciliation of Net Income per Common Share The following table reflects the calculation of basic and diluted Net income per common share: Three months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator $ 3,355,629 $ 838,907 $ 3,376,672 $ 842,248 Allocation of net income Denominator Weighted-average shares outstanding 50,000,000 12,500,000 50,000,000 12,500,000 Basic and diluted net income per share $ 0.07 $ 0.07 $ 0.07 $ 0.07 Nine months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator $ 13,521,742 $ 3,380,435 $ 12,979,386 $ 3,669,705 Allocation of net income Denominator Weighted-average shares outstanding 50,000,000 12,500,000 44,301,471 12,544,872 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.29 $ 0.29

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		2 Months Ended	9 Months Ended		12 Months Ended
	Feb. 02, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues	5,000,000
Proceeds from issuance initial public offering			$ 0	$ 489,596,740
Warrants expire term			5 years
Class of warrant or right, exercise price of warrants or rights			$ 0.01
Adjustments to additional paid in capital stock issuance costs			$ 27,900,000
Underwriting fee			10,000,000
Deferred underwriting commissions			17,500,000		$ 17,500,000
Other offering cost			400,000
Payment to acquire restricted investments			$ 500,000,000
Term of restricted investments			180 days
Percentage of the public shareholding to be redeemed in case the business combination is not consummated			100%
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount			80%
Proceeds from sale of Private Placement Warrants			$ 0	$ 13,220,000
Cash			$ 352,615		975,393
Maximum [Member]
Description Of Organization And Business Operations [Line Items]
Threshold limit to be redeemed in case the business combination is not consummated from closing of IPO			30 months
Minimum [Member]
Description Of Organization And Business Operations [Line Items]
Threshold limit to be redeemed in case the business combination is not consummated from closing of IPO			24 months
Stock Trigger Price One [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 9.2
Percent of exercise price of the public warrants will be adjusted			115%
Stock Trigger Price Two [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 18
Percent of exercise price of the public warrants will be adjusted			180%
Public Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right issue price			$ 11.5
Additional class of warrant or right issued for capital rising purpose with the closing of IPO effective exercise price			$ 9.2
Percentage of proceeds from issuance of additional shares issuance equal to total equity proceeds			60%
Private Placement Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right issue price			$ 1.5
Class of warrant or right, issued during the period			8,813,334
Proceeds from issuance of warrants			$ 13,200,000
Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from issuance initial public offering					$ 500,000,000
Stock Conversion Basis			one vote for each share
Common Class A [Member] \| Forward Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Stock Conversion Basis	consisting of one share of Class A common stock (the “FPA Share”) and one-third of one warrant to purchase one share of Class A common stock
IPO [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues		45,000,000
Proceeds from issuance initial public offering		$ 472,100,000
Deferred offering costs	$ 27,900,000
Deferred underwriting commissions	$ 17,500,000
IPO [Member] \| Forward Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues	8,000,000
Share price	$ 10
Proceeds from sale of Private Placement Warrants	$ 80,000,000
IPO [Member] \| Class A Common Stock And Public Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues		50,000,000
Proceeds from issuance initial public offering		$ 500,000,000
IPO [Member] \| Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 11.5
Over-Allotment Option [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 16, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents, at carrying value		$ 0		$ 0		$ 0
Payments of stock issuance costs				0	$ 125,000
Underwriting commission expense				17,500,000
Other offering cost				400,000
Underwriting discounts and offering costs attributed to derivative warrant liability		0	$ 0	0	$ (1,321,353)
Franchise taxes payable		$ 38,412		38,412		186,031
Dilutive securities				$ 0		0
Effective tax rate		9.96%	0%	3.25%	0%
Effective tax rate differs from the statutory tax rate		21%	21%	21%	21%
Unrecognized tax benefits		$ 0		$ 0		0
Unrecognized tax benefits, amounts accrued for interest and penalties		$ 0		0		$ 0
Beginning In Fiscal 2024 [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of corporate alternative minimum tax introduced on adjusted financial statement income	15%
Imposed On Share Repurchases That Occur After December 31, 2022 [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of excise tax imposed	1%
Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Payments of stock issuance costs				27,903,259
Payments for underwriting expense				10,000,000
Other offering cost				403,259
Underwriting discounts and offering costs attributed to derivative warrant liability				$ 1,321,353
Common Class A [Member]
Summary Of Significant Accounting Policies [Line Items]
Purchase of Class A common stock				25,480,001
Temporary equity, shares outstanding		50,000,000		50,000,000		50,000,000
Common Class A [Member] \| Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock issued during period, value, new issues				$ 26,581,907
US Treasury Securities [Member]
Summary Of Significant Accounting Policies [Line Items]
Assets held-in-trust		$ 502,600,000		$ 502,600,000		$ 500,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of the Company's Financial Assets That Are Measured at Fair Value On A Recurring Basis (Detail) - USD ($)		Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Derivative liabilities		$ 1,019,200	$ 3,567,200	$ 8,408,400	$ 16,816,800
Public Warrants [Member]
Liabilities:
Derivative liabilities		666,667	2,333,333	5,500,000	11,000,000
Fair value of Private Placement Warrants [Member]
Liabilities:
Derivative liabilities		352,533	$ 1,233,867	$ 2,908,400	5,816,800
Fair Value, Recurring [Member] \| Level 1 [Member]
Assets:
Investments held in Trust Account	[1]	502,593,553			500,029,521
Fair Value, Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Derivative liabilities	[2]	666,667			11,000,000
Fair Value, Recurring [Member] \| Level 3 [Member] \| Fair value of Private Placement Warrants [Member]
Liabilities:
Derivative liabilities	[3]	352,533			5,816,800
Fair Value, Recurring [Member] \| Level 3 [Member] \| Derivative Forward Purchase Agreement [Member]
Assets:
Derivative forward purchase agreements	[4]				$ 102,643
Liabilities:
Derivative liabilities	[4]	$ 30,045

[1]The fair value of investments in Trust Account was based on the quoted market price.[2]The fair value of derivative liabilities – Public Warrants was based on the quoted market price for MIT.W as of the reporting date.[3]The fair value of derivative liabilities – Private Placement Warrants was based on the quoted market price for MIT.W as of September 30, 2022 and a modified Black-Scholes model as of December 31, 2021.[4]The fair value of derivative forward purchase agreement was based on the forward price formula.

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities	$ 3,567,200	$ 8,408,400	$ 16,816,800		$ 16,816,800
Change in fair value of warrant liabilities	(2,548,000)	(4,841,200)	(8,408,400)	$ (4,674,534)	(15,797,600)	$ (18,374,401)
Derivative warrant liabilities	1,019,200	3,567,200	8,408,400		1,019,200
Public Warrants [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities	2,333,333	5,500,000	11,000,000		11,000,000
Change in fair value of warrant liabilities	(1,666,666)	(3,166,667)	(5,500,000)
Derivative warrant liabilities	666,667	2,333,333	5,500,000		666,667
Private Placement Warrants [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities	1,233,867	2,908,400	5,816,800		5,816,800
Change in fair value of warrant liabilities	(881,334)	(1,674,533)	(2,908,400)
Derivative warrant liabilities	$ 352,533	$ 1,233,867	$ 2,908,400		$ 352,533

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value, investments, entities that calculate net asset value per share, unfunded commitments	$ 80,000,000	$ 80,000,000
Fair value, net derivative asset (liability) period increase (dcrease)		$ 80,000,000
Fair value of public warrants	$ 0.04	$ 0.04
Proceeds from Sale of Restricted Investments	$ 447,620
Previously Reported [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value of public warrants			$ 0.66

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in Fair Value of the FPA Units Liability (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Opening Balance, Derivative forward purchase agreement	$ (181,951)	$ (328,566)	$ 102,643
Change in fair value of the derivative forward purchase agreement	151,906	146,615	(431,209)
Ending Balance, Derivative forward purchase agreement	$ (30,045)	$ (181,951)	$ (328,566)

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - USD ($)		6 Months Ended	9 Months Ended
	Jan. 28, 2021	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, par value			$ 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
Public Warrants [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding			$ 16,666,667	$ 16,666,667
Public Warrants [Member] \| Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants redemption price per unit			$ 0.1
Number of days of notice to be given for the redemption of warrants			30 days
Fair Value of Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding			$ 8,813,334	$ 8,813,334
Fair Value of Private Placement Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants redemption price per unit			$ 0.01
Number of days of notice to be given for the redemption of warrants			30 days
Common Class A [Member]
Class of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares authorized			400,000,000	400,000,000
Common stock, conversion basis			one vote for each share
Common stock, shares issued			0	0
Common stock, shares outstanding			0	0
Common stock shares subject to possible redemption			50,000,000	50,000,000
Common stock shares subject to possible redemption			$ 50,000,000
Common Class A [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share Price			$ 18
Common Class A [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] \| Maximum [Member]
Class of Stock [Line Items]
Number of trading days for determining the share price			30 days
Common Class A [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] \| Minimum [Member]
Class of Stock [Line Items]
Number of consecutive trading days for determining the share price			20 days
Common Class A [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering			15 days
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share Price			$ 10
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] \| Maximum [Member]
Class of Stock [Line Items]
Number of trading days for determining the share price			30 days
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] \| Minimum [Member]
Class of Stock [Line Items]
Number of consecutive trading days for determining the share price			20 days
Common Class A [Member] \| Public Warrants [Member] \| IPO [Member]
Class of Stock [Line Items]
Class of warrant or right redemption threshold consecutive trading days \| trading days			30 days
Class of warrant or right, threshold period for exercise from date of closing public offering			12 months
Common Class A [Member] \| Fair Value of Private Placement Warrants [Member] \| IPO [Member]
Class of Stock [Line Items]
Class of warrant or right redemption threshold consecutive trading days \| trading days		30 days
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares authorized			50,000,000	50,000,000
Common stock, shares issued			12,500,000	12,500,000
Common stock, shares outstanding			12,500,000	12,500,000
Common stock, dividends, per share, declared	$ 0.125
Common Class B [Member] \| IPO [Member]
Class of Stock [Line Items]
Common stock, shares issued			12,500,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Schedule of Common Stock Subject to Possible Redemption (Detail) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Mar. 31, 2022
Temporary Equity [Line Items]
Gross Proceeds				$ 0	$ 489,596,740
Remeasurement to Class A common stock subject to possible redemption amount	$ (1,746,432)	$ (390,530)	$ (50,081,908)	(2,136,962)	$ (50,281,408)
Class A common stock subject to possible redemption	502,136,962			502,136,962		$ 500,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross Proceeds						500,000,000
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption						(26,781,408)
Proceeds allocated to Public Warrants at issuance						(23,500,000)
Remeasurement to Class A common stock subject to possible redemption amount	1,746,432	390,530				50,281,408
Class A common stock subject to possible redemption	$ 502,136,962	$ 500,390,530		$ 502,136,962		$ 500,000,000	$ 500,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - shares	Sep. 30, 2022	Dec. 31, 2021
Common Class A [Member]
Temporary equity, shares outstanding	50,000,000	50,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)				2 Months Ended	9 Months Ended
	Feb. 02, 2021	Jan. 29, 2021	Jan. 28, 2021	Mar. 31, 2021	Sep. 30, 2022	May 27, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues	5,000,000
Exercise price of warrants or rights					$ 0.01
Valuation of Pricing Model					$ 2,200,000
Valuation of Pricing Model per share					$ 7.23
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount						$ 300,000	$ 0
Sponsor [Member] \| Related Party Loan [Member]
Related Party Transaction [Line Items]
Debt face amount					$ 300,000
Debt instrument, maturity date					Sep. 30, 2021
Repayments of debt					$ 300,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt conversion price per share					$ 1.5
Sponsor [Member] \| Maximum [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount					$ 1,500,000
Founder Shares [Member] \| Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member]
Related Party Transaction [Line Items]
Share price					$ 12
Common stock, transfers, restriction on number of days from the date of business combination					180 days
Founder Shares [Member] \| Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days					30 days
Founder Shares [Member] \| Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days					20 days
Founder Shares [Member] \| Edward A. Rose III [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			84,375
Founder Shares [Member] \| James L. Bauman [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			56,250
Forward Purchase Units [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues					8,000,000
Stock issued during period, value, new issues					$ 80,000,000
Shares issued, price per share					$ 10
Number of shares issued in transaction					1
Stockholders' equity note, stock split					one-third of one warrant to purchase one share
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Sale of stock, price per share	$ 10
Over-Allotment Option [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited		437,500
Over-Allotment Option [Member] \| Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			12,937,500
Common stock shares subject to possible redemption			1,687,500
Sale of stock, price per share			$ 0.002
IPO [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues				45,000,000
Fair Value of Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights, transfers, restriction on number of days from the date of business combination					30 days
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares subject to possible redemption					50,000,000		50,000,000
Number of shares issued in transaction					25,480,001
Common Class A [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Exercise price of warrants or rights					$ 11.5
Class of warrant or right, number of securities called by warrants or rights					1
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, dividends, per share, declared			$ 0.125

Net Income Per Common Share - A

Net Income Per Common Share - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 shares
Common Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	25,480,001

Net Income Per Common Share - S

Net Income Per Common Share - Summary of Basic and Diluted Net Income Per Ordinary Share (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Allocation of net income	$ 4,194,536	$ 5,263,465	$ 7,444,176	$ 4,218,920	$ (5,293,113)	$ 17,723,284	$ 16,902,177	$ 16,649,091
Common Class A [Member]
Numerator
Allocation of net income	$ 3,355,629			$ 3,376,672			$ 13,521,742	$ 12,979,386
Denominator
Basic weighted average shares outstanding	50,000,000			50,000,000			50,000,000	44,301,471
Diluted weighted average shares outstanding	50,000,000			50,000,000			50,000,000	44,301,471
Basic net income per share	$ 0.07			$ 0.07			$ 0.27	$ 0.29
Diluted net income per share	$ 0.07			$ 0.07			$ 0.27	$ 0.29
Common Class B [Member]
Numerator
Allocation of net income	$ 838,907			$ 842,248			$ 3,380,435	$ 3,669,705
Denominator
Basic weighted average shares outstanding	12,500,000			12,500,000			12,500,000	12,544,872
Diluted weighted average shares outstanding	12,500,000			12,500,000			12,500,000	12,544,872
Basic net income per share	$ 0.07			$ 0.07			$ 0.27	$ 0.29
Diluted net income per share	$ 0.07			$ 0.07			$ 0.27	$ 0.29

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Under writing discount percentage	2%
Proceeds from issuance deferred discount	$ 10
Percentage of gross offering proceeds payable upon after completion of an initial business combination	3.50%
Deferred underwriting commissions	$ 17.5	$ 17.5