EQ Health Acquisition (EQHAW) 10-Q10 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39962
Entity Registrant Name	EQ HEALTH ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2877347
Entity Address, Address Line One	4611 Bee Cave Road
Entity Address, Address Line Two	Ste. 213
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	329-6977
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001826729
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant
Document Information
Trading Symbol	EQHA.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange Name	NYSE
Class A common stock
Document Information
Trading Symbol	EQHA
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		21,999,960
Redeemable warrants
Document Information
Trading Symbol	EQHA.WS
Title of 12(b) Security	Redeemable warrants
Security Exchange Name	NYSE
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		5,499,990

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 301,752	$ 50,039
Prepaid expenses	103,277	236,915
Total Current Assets	405,029	286,954
Non-current prepaid expenses		19,673
Marketable securities held in Trust Account	221,140,021	220,085,699
TOTAL ASSETS	221,545,050	220,392,326
Current liabilities
Accrued expenses	1,005,277	1,995,342
Accrued offering costs		35,000
Income taxes payable	248,468
Promissory note - related party	600,000
Total Current Liabilities	1,853,745	2,030,342
Warrant liabilities	1,391,997	9,048,270
Deferred underwriting fee payable	7,699,986	7,699,986
TOTAL LIABILITIES	10,945,728	18,778,598
Commitments and Contingencies
Class A common stock subject to possible redemption 21,999,960 shares at redemption value of $10.04 and $10.00 per share, respectively, at September 30, 2022 and December 31, 2021	220,934,315	219,999,600
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Accumulated deficit	(10,335,543)	(18,386,422)
Total Stockholders' Deficit	(10,334,993)	(18,385,872)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	221,545,050	220,392,326
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption 21,999,960 shares at redemption value of $10.04 and $10.00 per share, respectively, at September 30, 2022 and December 31, 2021	220,934,315	219,999,600
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit
Common stock	0	0
Class B common stock
Stockholders' Deficit
Common stock	$ 550	$ 550

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,499,990	5,499,990
Common stock, shares outstanding	5,499,990	5,499,990
Class A common stock subject to possible redemption
Shares subject to possible redemption	21,999,960	21,999,960
Shares subject to possible redemption, par value per share	$ 10.04	$ 10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 205,986	$ 690,250	$ 640,033	$ 2,814,320
Loss from operations	(205,986)	(690,250)	(640,033)	(2,814,320)
Other income (expense):
Reduction in liabilities	770,000		770,000
Interest earned on marketable securities held in Trust Account	1,083,243	48,488	1,447,822	58,464
Unrealized loss on marketable securities held in Trust Account		(31,813)		(7,302)
Change in fair value of warrant liabilities	250,970	2,256,826	7,656,273	11,304,811
Transaction costs allocated to warrant liabilities				(794,263)
Loss on initial issuance of Private Placement Warrants				(1,471,998)
Other income (expense), net	2,104,213	2,273,501	9,874,095	9,089,712
Income before provision for income taxes	1,898,227	1,583,251	9,234,062	6,275,392
Provision for income taxes	(246,941)		(248,468)
Net income	$ 1,651,286	$ 1,583,251	$ 8,985,594	$ 6,275,392
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	21,999,960	21,999,960	21,999,960	19,340,624
Weighted average shares outstanding, diluted	21,999,960	21,999,960	21,999,960	19,340,624
Basic net income per share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Diluted net income per share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	5,499,990	5,499,990	5,499,990	5,413,273
Weighted average shares outstanding, diluted	5,499,990	5,499,990	5,499,990	5,413,273
Basic net income per share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Diluted net income per share	$ 0.06	$ 0.06	$ 0.33	$ 0.25

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated (Deficit)	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 550	$ 24,450	$ (1,000)	$ 24,000
Beginning balance (in shares) at Dec. 31, 2020	0	5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Accretion of Class A Common Stock Subject to Possible Redemption			(24,450)	(25,341,365)	(25,365,815)
Net income				10,160,609	10,160,609
Ending balance (in shares) at Mar. 31, 2021		5,499,990
Ending balance at Mar. 31, 2021		$ 550		(15,181,756)	(15,181,206)
Beginning balance at Dec. 31, 2020	$ 0	$ 550	$ 24,450	(1,000)	24,000
Beginning balance (in shares) at Dec. 31, 2020	0	5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Accretion of Class A Common Stock Subject to Possible Redemption					(25,365,815)
Net income					6,275,392
Ending balance (in shares) at Sep. 30, 2021		5,499,990
Ending balance at Sep. 30, 2021		$ 550		(19,066,973)	(19,066,423)
Beginning balance at Mar. 31, 2021		$ 550		(15,181,756)	(15,181,206)
Beginning balance (in shares) at Mar. 31, 2021		5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Net income				(5,468,468)	(5,468,468)
Ending balance (in shares) at Jun. 30, 2021		5,499,990
Ending balance at Jun. 30, 2021		$ 550		(20,650,224)	(20,649,674)
CHANGES IN STOCKHOLDERS' DEFICIT
Net income				1,583,251	1,583,251
Ending balance (in shares) at Sep. 30, 2021		5,499,990
Ending balance at Sep. 30, 2021		$ 550		(19,066,973)	(19,066,423)
Beginning balance at Dec. 31, 2021		$ 550		(18,386,422)	(18,385,872)
Beginning balance (in shares) at Dec. 31, 2021		5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Net income				2,897,673	2,897,673
Ending balance (in shares) at Mar. 31, 2022		5,499,990
Ending balance at Mar. 31, 2022		$ 550		(15,488,749)	(15,488,199)
Beginning balance at Dec. 31, 2021		$ 550		(18,386,422)	(18,385,872)
Beginning balance (in shares) at Dec. 31, 2021		5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Accretion of Class A Common Stock Subject to Possible Redemption					(934,715)
Net income					8,985,594
Ending balance (in shares) at Sep. 30, 2022		5,499,990
Ending balance at Sep. 30, 2022		$ 550		(10,335,543)	(10,334,993)
Beginning balance at Mar. 31, 2022		$ 550		(15,488,749)	(15,488,199)
Beginning balance (in shares) at Mar. 31, 2022		5,499,990
CHANGES IN STOCKHOLDERS' DEFICIT
Net income				4,436,636	4,436,636
Ending balance (in shares) at Jun. 30, 2022		5,499,990
Ending balance at Jun. 30, 2022		$ 550		(11,052,114)	(11,051,564)
CHANGES IN STOCKHOLDERS' DEFICIT
Accretion of Class A Common Stock Subject to Possible Redemption				(934,715)	(934,715)
Net income				1,651,286	1,651,286
Ending balance (in shares) at Sep. 30, 2022		5,499,990
Ending balance at Sep. 30, 2022		$ 550		$ (10,335,543)	$ (10,334,993)

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income				$ 8,985,594	$ 6,275,392
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	$ (250,970)	$ (2,256,826)		(7,656,273)	(11,304,811)
Loss on initial issuance of Private Placement Warrants					1,471,998
Interest earned on marketable securities held in Trust Account	(1,083,243)	(48,488)		(1,447,822)	(58,464)
Unrealized gain on marketable securities held in Trust Account					7,302
Transaction costs allocated to warrant liabilities					794,263
Changes in operating assets and liabilities:
Prepaid expenses				153,311	(218,128)
Accounts payable and accrued expenses				(1,025,065)	2,295,641
Income taxes payable				248,468
Net cash used in operating activities				(741,787)	(736,807)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(219,999,600)
Cash withdrawn from Trust Account to pay franchise and income taxes				393,500		$ 0
Net cash provided by (used in) investing activities				393,500	(219,999,600)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					215,599,607
Proceeds from sale of Private Placement Warrants					6,399,992
Proceeds from promissory note - related party				600,000
Repayment of promissory note - related party					(50,000)
Payment of offering costs					(442,024)
Net cash provided by financing activities				600,000	221,507,575
Net Change in Cash				251,713	771,168
Cash - Beginning of period			$ 21,900	50,039	21,900	21,900
Cash - End of period	301,752	$ 793,068		301,752	793,068	$ 50,039
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs					35,000
Accretion of Class A common stock subject to possible redemption	$ 934,715		$ 25,365,815	$ 934,715	25,365,815
Deferred underwriting fee payable					$ 7,699,986

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS EQ Health Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 2, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other 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 for the period September 2, 2020 (inception) through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), as described below, and identifying a target company for a Business Combination. The registration statements for the Company’s Initial Public Offering became effective on January 28, 2021 (the “Registration Statement”). On February 2, 2021, the Company consummated the Initial Public Offering of 21,999,960 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,869,560 Units, at $10.00 per Unit, generating gross proceeds of $219,999,600, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,399,992 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to EQ Health Sponsor Group, LLC, an affiliate of the Company’s officers and chairman (the “Sponsor”), generating gross proceeds of $6,399,992, which is described in Note 4. Transaction costs amounted to $12,630,102, consisting of $4,399,992 of underwriting fees, $7,699,986 of deferred underwriting fees and $530,124 of other offering costs. Following the closing of the Initial Public Offering on February 2, 2021, an amount of $219,999,600 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by February 2, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment The Company will have until February 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company does not complete a 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 not more than ten The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of September 30, 2022, the Company had $301,752 in its operating bank accounts and a working capital deficit of $1,243,010 (excluding $205,706 of trust earnings that can be used for reimbursement and payment of franchise and income taxes). Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $150,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on February 2, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans up to $1,500,000 (see Note 5). As of September 30, 2022, there were no amounts outstanding under the Working Capital Loan. On July 23, 2021 and October 26, 2021, the Company’s founders committed to provide the Company with an aggregate of $2,500,000 in loans. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans. On February 25, 2022, the Company entered into a non-interest bearing Promissory Note with the Sponsor for a principal of $500,000. On August 24, 2022, the Company entered into an additional non-interest bearing Promissory Note with the Sponsor for a principal amount up to $125,000 (see Note 5). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or its liquidation. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until February 3, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 3, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2021 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for period ended December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Both the Private Placement Warrants and Public Warrants include a tender offer provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the warrants (both the Public Warrants and Private Placement Warrants) would be entitled to receive cash for their warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. As such, the tender offer provision fails the ‘classified in stockholders’ equity’ criteria in ASC 815-40-25. This requires that both the Public Warrants and Private Placement Warrants be classified as liabilities measured at fair value, with changes in fair value reported each period in earnings. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation approach. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Accordingly, offering costs totaling $12,630,102 (consisting of $ 4,399,992 in underwriting fees, $ 7,699,986 in deferred underwriters’ discount, and $ 530,124 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities of $ 794,263 have been expensed and presented as non-operating expenses in the statements of operations and offering costs of $ 11,835,839 associated with the Class A common stock and Private Placement Warrants were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 219,999,600 Less: Proceeds allocated to Public Warrants (13,529,975) Class A common stock issuance costs (11,835,840) Plus: Accretion of carrying value to redemption value 25,365,815 Class A common stock subject to possible redemption as of December 31, 2021 219,999,600 Plus: Accretion of carrying value to redemption value 934,715 Class A common stock subject to possible redemption as of September 30, 2022 $ 220,934,315 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. Our effective tax rate was 13.01% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.69% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,399,972 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company, except for the 717,390 founder shares in September 30, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,321,029 $ 330,257 $ 1,266,601 316,650 $ 7,188,476 $ 1,797,119 $ 4,903,066 $ 1,372,326 Denominator: Basic and diluted weighted average shares outstanding 21,999,960 5,499,990 21,999,960 5,499,990 21,999,960 5,499,990 19,340,624 5,413,273 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.33 $ 0.33 $ 0.25 $ 0.25 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2022
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,999,960 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,869,560 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,399,992 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,399,992 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants (see Note 9) and the purchase of $1.00 per share, the Company recorded a charge of approximately

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 23, 2020, the Initial Stockholders purchased 4,600,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On January 28, 2021, the Company effected a 1.19565:1 stock split of its Founder Shares, resulting in 5,499,990 Founder Shares outstanding. The Founder Shares included an aggregate of up to 717,390 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company agreed, commencing on January 28, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial and administrative services. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000 of such fees, respectively. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $80,000 of such fees, respectively. Promissory Note—Related Party On September 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and is payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $90,000 was repaid at the closing of the Initial Public Offering on February 2, 2021. Borrowings under the Promissory Note are no longer available. On February 25, 2022, the Company entered into a non-interest bearing Promissory Note with the Sponsor for a principal of $ 500,000 . The Promissory Note is payable on the earlier of (i) January 28, 2023 and (ii) the consummation of a Business Combination. The principal balance may be prepaid at any time. On August 24, 2022, the Company entered into a non-interest bearing Promissory Note with the Sponsor for a principal of $125,000 . The Promissory Note is payable on the earlier of (i) January 28, 2023 and (ii) the consummation of a Business Combination. The principal balance may be prepaid at any time. As of September 30, 2022, a principal balance of $600,000 has been advanced. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. On July 23, 2021 and October 26, 2021, the Company’s founders committed to provide the Company with an aggregate of $2,500,000 in loans. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) 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 our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to 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 registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,699,986 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
STOCKHOLDERS' DEFICIT	Sep. 30, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS	9 Months Ended
WARRANTS	Sep. 30, 2022
WARRANTS
WARRANTS	NOTE 8 — WARRANTS As of September 30, 2022 and December 31, 2021, there were 10,999,980 Public Warrants and 6,399,992 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the 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 not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances 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 Public Warrants. If the Company does not complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares 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 will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $260 and $384 in cash, and $221,139,761 and $220,085,315 in U.S. Treasury Securities, respectively. Through September 30, 2022 and December 31, 2021, the Company has withdrawn $393,500 and $0 of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 221,140,021 $ 220,085,699 Liabilities: Warrant Liabilities – Public Warrants 1 879,998 5,719,000 Warrant Liabilities – Private Placement Warrants 3 511,999 3,329,270 The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable Public Warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The following assumptions were used to determine the Level 3 fair value measurements: Initial Measurement September 30, December 31, February 2, 2022 2021 2021 Risk-free interest rate 4.04 % 1.31 % 0.62 % Time to expiration, in Years 5.00 5.54 6.00 Expected volatility N/A % 10.3 % 14.0 - 23.0 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 9.88 $ 9.71 $ 10.00 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — — — Initial measurement on February 2, 2021 7,871,990 13,529,975 21,401,965 Change in fair value (4,671,994) (8,029,985) (12,701,979) Transfer to Level 1 — (5,499,990) (5,499,990) Fair value as of March 31, 2021 3,199,996 — 3,199,996 Change in fair value 1,343,998 — 1,343,998 Fair value as of June 30, 2021 4,543,994 — 4,543,994 Change in fair value (825,728) — (825,728) Fair value as of September 30, 2021 3,718,266 — 3,718,266 Change in fair value (388,996) — (388,996) Fair value as of December 31, 2021 3,329,270 — 3,329,270 Change in fair value (1,077,359) — (1,077,359) Fair value as of March 31, 2022 2,251,911 — 2,251,911 Change in fair value (1,644,042) — (1,644,042) Fair value as of June 30, 2022 607,869 — 607,869 Change in fair value (95,870) — (95,870) Fair value as of September 30, 2022 $ 511,999 — 511,999 (1) As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of approximately $1.5 million as of the date of the private placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in the statement of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was $5,499,990. There were no transfer during the three and nine months ended September 30, 2022.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed 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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2021 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for period ended December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Both the Private Placement Warrants and Public Warrants include a tender offer provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the warrants (both the Public Warrants and Private Placement Warrants) would be entitled to receive cash for their warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. As such, the tender offer provision fails the ‘classified in stockholders’ equity’ criteria in ASC 815-40-25. This requires that both the Public Warrants and Private Placement Warrants be classified as liabilities measured at fair value, with changes in fair value reported each period in earnings. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation approach. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Accordingly, offering costs totaling $12,630,102 (consisting of $ 4,399,992 in underwriting fees, $ 7,699,986 in deferred underwriters’ discount, and $ 530,124 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities of $ 794,263 have been expensed and presented as non-operating expenses in the statements of operations and offering costs of $ 11,835,839 associated with the Class A common stock and Private Placement Warrants were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 219,999,600 Less: Proceeds allocated to Public Warrants (13,529,975) Class A common stock issuance costs (11,835,840) Plus: Accretion of carrying value to redemption value 25,365,815 Class A common stock subject to possible redemption as of December 31, 2021 219,999,600 Plus: Accretion of carrying value to redemption value 934,715 Class A common stock subject to possible redemption as of September 30, 2022 $ 220,934,315
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. Our effective tax rate was 13.01% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.69% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,399,972 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company, except for the 717,390 founder shares in September 30, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,321,029 $ 330,257 $ 1,266,601 316,650 $ 7,188,476 $ 1,797,119 $ 4,903,066 $ 1,372,326 Denominator: Basic and diluted weighted average shares outstanding 21,999,960 5,499,990 21,999,960 5,499,990 21,999,960 5,499,990 19,340,624 5,413,273 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.33 $ 0.33 $ 0.25 $ 0.25
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stock subject to possible redemption	Gross proceeds $ 219,999,600 Less: Proceeds allocated to Public Warrants (13,529,975) Class A common stock issuance costs (11,835,840) Plus: Accretion of carrying value to redemption value 25,365,815 Class A common stock subject to possible redemption as of December 31, 2021 219,999,600 Plus: Accretion of carrying value to redemption value 934,715 Class A common stock subject to possible redemption as of September 30, 2022 $ 220,934,315
Schedule of calculation of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,321,029 $ 330,257 $ 1,266,601 316,650 $ 7,188,476 $ 1,797,119 $ 4,903,066 $ 1,372,326 Denominator: Basic and diluted weighted average shares outstanding 21,999,960 5,499,990 21,999,960 5,499,990 21,999,960 5,499,990 19,340,624 5,413,273 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.33 $ 0.33 $ 0.25 $ 0.25

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of reconciliation of Class A common stock subject to possible redemption	Description Level September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 221,140,021 $ 220,085,699 Liabilities: Warrant Liabilities – Public Warrants 1 879,998 5,719,000 Warrant Liabilities – Private Placement Warrants 3 511,999 3,329,270
Schedule of level 3 fair value measurements	Initial Measurement September 30, December 31, February 2, 2022 2021 2021 Risk-free interest rate 4.04 % 1.31 % 0.62 % Time to expiration, in Years 5.00 5.54 6.00 Expected volatility N/A % 10.3 % 14.0 - 23.0 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 9.88 $ 9.71 $ 10.00
Schedule of changes in the fair value of Level 3 warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — — — Initial measurement on February 2, 2021 7,871,990 13,529,975 21,401,965 Change in fair value (4,671,994) (8,029,985) (12,701,979) Transfer to Level 1 — (5,499,990) (5,499,990) Fair value as of March 31, 2021 3,199,996 — 3,199,996 Change in fair value 1,343,998 — 1,343,998 Fair value as of June 30, 2021 4,543,994 — 4,543,994 Change in fair value (825,728) — (825,728) Fair value as of September 30, 2021 3,718,266 — 3,718,266 Change in fair value (388,996) — (388,996) Fair value as of December 31, 2021 3,329,270 — 3,329,270 Change in fair value (1,077,359) — (1,077,359) Fair value as of March 31, 2022 2,251,911 — 2,251,911 Change in fair value (1,644,042) — (1,644,042) Fair value as of June 30, 2022 607,869 — 607,869 Change in fair value (95,870) — (95,870) Fair value as of September 30, 2022 $ 511,999 — 511,999 (1) As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of approximately $1.5 million as of the date of the private placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in the statement of operations.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)							9 Months Ended	12 Months Ended
	Aug. 24, 2022 USD ($)	Feb. 25, 2022 USD ($)	Oct. 26, 2021 USD ($)	Jul. 23, 2021 USD ($)	Feb. 02, 2021 USD ($) $ / shares shares	Sep. 02, 2020 item	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)
Description Of Organization And Business Operations
Condition for future business combination number of businesses minimum \| item						1
Gross proceeds								$ 219,999,600
Transaction costs							$ 12,630,102
Cash underwriting fees							4,399,992
Other offering costs							530,124
Deferred underwriting fee payable							$ 7,699,986
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account							80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination							50%
Minimum net tangible assets upon consummation of the Business Combination							$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent							15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)							100%
Threshold business days for redemption of public shares							10 days
Maximum net interest to pay dissolution expenses							$ 100,000
Operating bank accounts							301,752
Working capital deficit							(1,243,010)
Franchise and income taxes payable							205,706
Contribution from Sponsor							25,000
Loan contribution			$ 2,500,000	$ 2,500,000			150,000
Outstanding amount of working capital							$ 0
Private Placement Warrants
Description Of Organization And Business Operations
Price of warrants \| $ / shares							$ 1
Related Party Loans
Description Of Organization And Business Operations
Price of warrants \| $ / shares							$ 1
Maximum loans convertible into warrants							$ 1,500,000
Sponsor
Description Of Organization And Business Operations
Loan contribution	$ 125,000	$ 500,000
Initial Public Offering
Description Of Organization And Business Operations
Number of units issued \| shares					21,999,960
Share price \| $ / shares					$ 10		$ 10
Gross proceeds					$ 219,999,600
Over-allotment
Description Of Organization And Business Operations
Number of units issued \| shares					2,869,560
Private Placement \| Private Placement Warrants
Description Of Organization And Business Operations
Price of warrants \| $ / shares							$ 1
Private Placement \| Sponsor \| Private Placement Warrants
Description Of Organization And Business Operations
Number of warrants issued \| shares					6,399,992
Price of warrants \| $ / shares					$ 1
Sale of Private Placement Warrants					$ 6,399,992

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents		$ 0		$ 0		$ 0
Effective tax rate (as a percent)		13.01%	0%	2.69%	0%
Statutory tax rate (as a percent)		21%	21%	21%	21%
Unrecognized tax benefits		$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties		$ 0		$ 0		$ 0
Purchase of aggregate shares				17,399,972
Shares no longer subject to forfeiture	717,390

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Offering Costs (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 12,630,102
Cash underwriting fees	4,399,992
Deferred underwriting fee payable	7,699,986
Other offering costs	530,124
Offering costs associated with warrant liabilities		$ 794,263
Offering costs	$ 11,835,839

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 219,999,600
Proceeds allocated to Public Warrants		(13,529,975)
Class A common stock issuance costs		(11,835,840)
Accretion of carrying value to redemption value	$ 934,715	25,365,815
Class A common stock subject to possible redemption	$ 220,934,315	$ 219,999,600

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A common stock
Basic and diluted net income per common share
Allocation of net income, as adjusted	$ 1,321,029	$ 1,266,601	$ 7,188,476	$ 4,903,066
Denominator:
Basic weighted average shares outstanding	21,999,960	21,999,960	21,999,960	19,340,624
Diluted weighted average shares outstanding	21,999,960	21,999,960	21,999,960	19,340,624
Basic net income per common share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Diluted net income per common share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Class B common stock
Basic and diluted net income per common share
Allocation of net income, as adjusted	$ 330,257	$ 316,650	$ 1,797,119	$ 1,372,326
Denominator:
Basic weighted average shares outstanding	5,499,990	5,499,990	5,499,990	5,413,273
Diluted weighted average shares outstanding	5,499,990	5,499,990	5,499,990	5,413,273
Basic net income per common share	$ 0.06	$ 0.06	$ 0.33	$ 0.25
Diluted net income per common share	$ 0.06	$ 0.06	$ 0.33	$ 0.25

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Outstanding shares	50%

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Feb. 02, 2021	Sep. 30, 2022
Initial Public Offering
Subsidiary, Sale of Stock
Number of units issued	21,999,960
Price per share	$ 10	$ 10
Initial Public Offering \| Class A common stock
Subsidiary, Sale of Stock
Number of shares in a unit	1
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Initial Public Offering \| Public Warrants \| Class A common stock
Subsidiary, Sale of Stock
Number of shares issuable per warrant	1
Over-allotment
Subsidiary, Sale of Stock
Number of units issued	2,869,560

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 02, 2021	Sep. 30, 2022	Sep. 30, 2021
Private Placement
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Warrants
Private Placement Warrants
Private Placement
Price of warrants		$ 1
Change in fair value per share of private placement warrants		$ 1.23
Fair value charge on private placement warrants		$ 1,500,000
Private Placement \| Private Placement Warrants
Private Placement
Price of warrants		$ 1
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Change in fair value per share of private placement warrants		$ 1.23
Fair value charge on private placement warrants			$ 1,500,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Warrants
Private Placement \| Sponsor \| Private Placement Warrants
Private Placement
Number of warrants issued	6,399,992
Price of warrants	$ 1
Aggregate purchase price	$ 6,399,992

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			9 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 28, 2021 shares	Sep. 23, 2020 USD ($) shares	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 shares
Related Party Transaction
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Founder Shares
Related Party Transaction
Number of shares subject to forfeiture (in shares)	717,390		0
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Class B common stock
Related Party Transaction
Common stock, shares outstanding			5,499,990	5,499,990
Class B common stock \| Founder Shares
Related Party Transaction
Number of shares issued		4,600,000
Class B common stock issued to initial stockholders \| $		$ 25,000
Stock split ratio	1.19565
Common stock, shares outstanding	5,499,990
Class A common stock \| Sponsor \| Founder Shares
Related Party Transaction
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)

3 Months Ended

9 Months Ended

Oct. 26, 2021

Jul. 23, 2021

Feb. 02, 2021

Jan. 28, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Aug. 24, 2022

Feb. 25, 2022

Dec. 31, 2021

Sep. 23, 2020

Related Party Transaction

Principal balance outstanding

$ 600,000

Repayment of promissory note - related party

$ 50,000

Loan contribution

$ 2,500,000

150,000

Affiliated Entity

Related Party Transaction

Expenses incurred and paid

30,000

$ 30,000

90,000

$ 80,000

Promissory Note with Related Party

Related Party Transaction

Maximum borrowing capacity of related party promissory note

$ 150,000

Principal amount

$ 125,000

$ 500,000

Principal balance outstanding

600,000

Repayment of promissory note - related party

$ 90,000

Related Party Loans

Related Party Transaction

Maximum loans convertible into warrants

1,500,000

Proceeds held in the Trust Account

$ 0

Price of warrants

$ 1

Working capital loans outstanding

$ 0

Administrative Services Agreement

Related Party Transaction

Expenses per month

$ 10,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2022 USD ($) item $ / shares
COMMITMENTS AND CONTINGENCIES.
Number of demands \| item	3
Deferred fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable \| $	$ 7,699,986

STOCKHOLDERS' DEFICIT - Preferr

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

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
STOCKHOLDERS' DEFICIT
Conversion ratio	1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Votes per share \| Vote	1
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Votes per share \| Vote	1
Common stock, shares issued	5,499,990	5,499,990
Common stock, shares outstanding	5,499,990	5,499,990
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Shares subject to possible redemption, issued	21,999,960	21,999,960
Shares subject to possible redemption	21,999,960	21,999,960

WARRANTS (Details)

WARRANTS (Details) - $ / shares	9 Months Ended
WARRANTS (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Warrants
WARRANTS
Threshold period for filling registration statement after business combination	15 days
Threshold maximum period for registration statement to become effective after business combination	60 days
Public Warrants
WARRANTS
Warrants outstanding	10,999,980	10,999,980
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	180
Public Warrants \| Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
WARRANTS
Threshold period for filling registration statement after business combination	20 days
Price per warrant	$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Threshold business days before sending notice of redemption to warrant holders	3 days
Private Placement Warrants
WARRANTS
Warrants outstanding	6,399,992	6,399,992
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	9 Months Ended	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Liabilities:
Warrant Liabilities	$ 1,391,997	$ 9,048,270
Asset held in Trust account	221,140,021	220,085,699
Cash withdrawn from Trust Account to pay franchise and income taxes	393,500	0
Level 1
Assets:
Marketable securities held in Trust Account	221,140,021	220,085,699
Level 1 \| Public Warrants
Liabilities:
Warrant Liabilities	879,998	5,719,000
Level 3 \| Private Placement Warrants
Liabilities:
Warrant Liabilities	511,999	3,329,270
Cash
Liabilities:
Asset held in Trust account	260	384
U.S. Treasury Securities
Liabilities:
Asset held in Trust account	$ 221,139,761	$ 220,085,315

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 fair value measurements (Details) - Level 3	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 $ / shares item Y	Feb. 02, 2021 $ / shares item Y
Risk-free interest rate
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements	0.0404	0.0131	0.0062
Time to expiration, in Years
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements \| Y	5	5.54	6
Expected volatility
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements		0.103
Expected volatility \| Minimum
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements			0.140
Expected volatility \| Maximum
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements			0.230
Dividend yield
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements	0	0	0
Exercise price
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements \| $ / shares	11.50	11.50	11.50
Stock Price
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value measurements \| $ / shares	9.88	9.71	10

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in fair value of Level 3 Warrant Liabilities (Details) - USD ($)	3 Months Ended							9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]								Fair Value Adjustment of Warrants
Transfers of assets to/from Levels 1 and 3	$ 0							$ 0
Transfers of liability to/from Levels 1 and 3	0							$ 0
Private Placement Warrants
Schedule of reconciliation of Class A common stock subject to possible redemption
Change in fair value per share of private placement warrants								$ 1.23
Price of warrants								$ 1
Fair value charge on private placement warrants								$ 1,500,000
Private Placement Warrants \| Private Placement
Schedule of reconciliation of Class A common stock subject to possible redemption
Change in fair value per share of private placement warrants								$ 1.23
Price of warrants								$ 1
Fair value charge on private placement warrants									$ 1,500,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]								Fair Value Adjustment of Warrants
Level 3 \| Private Placement Warrants
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value at beginning of period	607,869	$ 2,251,911	$ 3,329,270	$ 3,718,266	$ 4,543,994	$ 3,199,996	$ 0	$ 3,329,270	0
Initial measurement on February 2, 2021							7,871,990
Change in fair value	(95,870)	(1,644,042)	(1,077,359)	(388,996)	(825,728)	1,343,998	(4,671,994)
Fair value at end of period	511,999	607,869	2,251,911	3,329,270	3,718,266	4,543,994	3,199,996	511,999	3,718,266
Level 3 \| Public Warrants
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value at beginning of period							0		0
Initial measurement on February 2, 2021							13,529,975
Change in fair value							(8,029,985)
Transfer to Level 1							(5,499,990)
Level 3 \| Warrant Liabilities
Schedule of reconciliation of Class A common stock subject to possible redemption
Fair value at beginning of period	607,869	2,251,911	3,329,270	3,718,266	4,543,994	3,199,996	0	3,329,270	0
Initial measurement on February 2, 2021							21,401,965
Change in fair value	(95,870)	(1,644,042)	(1,077,359)	(388,996)	(825,728)	1,343,998	(12,701,979)
Transfer to Level 1							(5,499,990)
Fair value at end of period	$ 511,999	$ 607,869	$ 2,251,911	$ 3,329,270	$ 3,718,266	$ 4,543,994	$ 3,199,996	$ 511,999	$ 3,718,266