Iris Acquisition (IRAA) 10-Q/A 22 Nov 22 2022 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3901431
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	Grand Cayman KY1-1001
Entity Address, City or Town	George Town
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	10085
City Area Code	971
Local Phone Number	4 3966949
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001831874
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Security Exchange Name	NASDAQ
Class A common stock
Document Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	IRAAW
Security Exchange Name	NASDAQ
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 130,665	$ 336,228
Due from Sponsor	1,256	1,256
Prepaid expenses and other current assets	206,835	84,438
Total current assets	338,756	421,922
Investments held in Trust Account	277,109,164	276,016,842
Total Assets	277,447,920	276,438,764
Current liabilities
Accounts payable and accrued expenses	446,714	1,090,389
Due to related party	75,000	90,000
Franchise tax payable	350,829	200,000
Income taxes payable	2,232
Promissory note - related party	840,000
Total current liabilities	1,714,775	1,380,389
Deferred underwriting fee payable	9,660,000	9,660,000
Deferred tax liability	141,518
Warrant liability	662,872	10,529,510
Total Liabilities	12,179,165	21,569,899
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	140,000
Accumulated deficit	(11,981,099)	(21,131,825)
Total Stockholders' Deficit	(11,840,409)	(21,131,135)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	277,447,920	276,438,764
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, 27,600,000 shares at $10.00 redemption value at September 30, 2022 and December 31, 2021	277,109,164	276,000,000
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common stock	0	0
Class B common stock
Stockholders' Deficit
Common stock	$ 690	$ 690

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	280,000,000	280,000,000
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000	27,600,000
Class A common stock subject to possible redemption, redemption price per share	$ 10	$ 10
Class A common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs	$ 258,685	$ 295,522	$ 1,135,308	$ 1,088,776
Forgiveness of unrelated vendor payables	579,989		579,989
Income (loss) from operations	321,304	(295,522)	(555,319)	(1,088,776)
Other income (expense):
Gain on change in fair value of warrant liability	1,261,428	7,051,822	9,866,638	6,621,736
Interest income on marketable securities held in Trust Account	36,037	5,673	203,947	9,983
Unrealized gain on investments held in Trust Account	1,256,457		888,375
Offering costs				(606,622)
Excess of fair value of Private Warrants over proceeds received				(298,825)
Total other income	2,553,922	7,057,495	10,958,960	5,726,272
Income before provision for income taxes	2,875,226	6,761,973	10,403,641	4,637,496
Provision for income taxes	(143,750)		(143,750)
Net income	$ 2,731,476	$ 6,761,973	$ 10,259,891	$ 4,637,496
Class A common stock subject to possible redemption
Other income (expense):
Basic, weighted average shares outstanding	27,600,000	27,600,000	27,600,000	27,600,000
Diluted, weighted average shares outstanding	27,600,000	27,600,000	27,600,000	27,600,000
Basic net income per share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Diluted net income per share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Class B common stock
Other income (expense):
Basic, weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,900,000
Diluted, weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,900,000
Basic net income per share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Diluted net income per share	$ 0.08	$ 0.20	$ 0.30	$ 0.13

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 690	$ 24,310	$ (1,302)	$ 23,698
Balance at the beginning (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption amount		(24,310)	(25,500,182)	(25,524,492)
Net income (loss)			(1,963,413)	(1,963,413)
Balance at the end at Mar. 31, 2021	$ 690		(27,464,897)	(27,464,207)
Balance at the end (in shares) at Mar. 31, 2021	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 690	24,310	(1,302)	23,698
Balance at the beginning (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				4,637,496
Balance at the end at Sep. 30, 2021	$ 690		(20,863,988)	(20,863,298)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000
Balance at the beginning at Mar. 31, 2021	$ 690		(27,464,897)	(27,464,207)
Balance at the beginning (in shares) at Mar. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(161,064)	(161,064)
Balance at the end at Jun. 30, 2021	$ 690		(27,625,961)	(27,625,271)
Balance at the end (in shares) at Jun. 30, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			6,761,973	6,761,973
Balance at the end at Sep. 30, 2021	$ 690		(20,863,988)	(20,863,298)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 690		(21,131,825)	(21,131,135)
Balance at the beginning (in shares) at Dec. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)			3,815,727	3,815,727
Balance at the end at Mar. 31, 2022	$ 690		(17,316,098)	(17,315,408)
Balance at the end (in shares) at Mar. 31, 2022	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 690		(21,131,825)	(21,131,135)
Balance at the beginning (in shares) at Dec. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption amount				(183,329)
Balance at the end at Jun. 30, 2022	$ 690	140,000	(13,420,081)	(13,279,391)
Balance at the end (in shares) at Jun. 30, 2022	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 690		(21,131,825)	(21,131,135)
Balance at the beginning (in shares) at Dec. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				10,259,891
Balance at the end at Sep. 30, 2022	$ 690	140,000	(11,981,099)	(11,840,409)
Balance at the end (in shares) at Sep. 30, 2022	6,900,000
Balance at the beginning at Mar. 31, 2022	$ 690		(17,316,098)	(17,315,408)
Balance at the beginning (in shares) at Mar. 31, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity
Forgiveness of payable due to an affiliate of the Sponsor		140,000		140,000
Remeasurement of Class A common stock to redemption amount			183,329	183,329
Net income (loss)			3,712,688	3,712,688
Balance at the end at Jun. 30, 2022	$ 690	140,000	(13,420,081)	(13,279,391)
Balance at the end (in shares) at Jun. 30, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption amount			(1,292,494)	(1,292,494)
Net income (loss)			2,731,476	2,731,476
Balance at the end at Sep. 30, 2022	$ 690	$ 140,000	$ (11,981,099)	$ (11,840,409)
Balance at the end (in shares) at Sep. 30, 2022	6,900,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income		$ 10,259,891	$ 4,637,496
Adjustments to reconcile net income to net cash used in operating activities:
Excess of fair value of Private Warrants over proceeds received			298,825
Gain on change in fair value of warrant liability		(9,866,638)	(6,621,736)
Unrealized gain on Investments held in Trust Account		(888,375)
Interest earned on cash and Investments held in Trust Account		(203,947)	(9,983)
Deferred tax liability		141,518
Forgiveness of unrelated vendor payables	$ (579,989)	(579,989)
Offering Costs			606,622
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(122,397)	(202,522)
Due from Sponsor			(1,256)
Franchise taxes payable		150,829	150,000
Taxes payable		2,232
Due to related party		125,000	47,500
Accounts payable and accrued expenses		(63,687)	120,818
Net cash used in operating activities		(1,045,563)	(974,236)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			(276,000,000)
Net cash used in investing activities			(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of offering costs			275,552,107
Proceeds from issuance of Private Warrants			7,520,000
Payment of underwriter discount			(5,520,000)
Promissory Note - related party		840,000
Net cash provided by financing activities		840,000	277,552,107
Net Change in Cash		(205,563)	577,871
Cash, beginning of period		336,228
Cash, end of period	130,665	130,665	577,871	$ 336,228
Supplemental disclosure of non-cash operating and financing activities:
Initial classification of warrant liabilities			18,023,221
Deferred underwriting fee payable charged to additional paid-in capital			9,660,000
Remeasurement of Class A common stock subject to redemption value	$ 1,292,493		$ 25,524,492	$ 25,524,492
Remeasurement of Class A Common Stock Subject to Redemption Value		1,109,165
Forgiveness of payable due to an affiliate of the Sponsor		$ 140,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Iris Acquisition Corp (the “Company”) formally known as Tribe Capital Growth Corp (name of the Company changed on July 27, 2022), is a blank check company incorporated in Delaware on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company has engaged in substantive discussions and entered into a letter of intent with a potential business combination target, the Company’s board of directors has not approved any business combination. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering described below (the “IPO”), and subsequent to the IPO identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses and the change in fair value of its warrants. The Company’s sponsor is Iris Acquisition Holdings LLC (formerly known as Tribe Arrow Holdings I LLC), a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 4, 2021 (the “Effective Date”). On March 9, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.50 per Private Warrant, generating gross proceeds of $7,520,000, which is discussed in Note 4. Each warrant (including the Private Warrants and the warrants included as part of the Units) entitles the holder to purchase one share of common stock at a price of $11.50 per share. Transaction costs for the IPO amounting to $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs ) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 was charged directly to stockholders’ equity. Following the closing of the IPO on March 9, 2021, $276,000,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay franchise taxes, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will have only 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity, Capital Resources and Going Concern The Company consummated its IPO on March 9, 2021. As of September 30, 2022, the Company had $130,665 in its operating bank account, and negative working capital of approximately $1,025,190, respectively, which excludes $350,829 of franchise taxes payable which may be paid from interest earned on the Trust Account. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s 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 with Working Capital Loans (see Note 5). As of September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 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 the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 condensed 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash 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. As of September 30, 2022 and December 31, 2021, the Company had operating cash (i.e,. cash held outside the Trust Account) of $130,665 and $336,228, respectively. Investments Held in Trust Account Investments held in Trust Account consist of U.S. Treasury Bills, which are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). These investments are classified as trading securities for which interest earned and unrealized and realized gains and losses are included in the condensed statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,185,181 ​ $ 546,295 ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 8,207,913 ​ $ 2,051,978 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.08 ​ $ 0.08 ​ $ 0.20 ​ $ 0.20 ​ $ 0.30 ​ $ 0.30 ​ $ 0.13 ​ $ 0.13 ​ 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 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging ASC Topic 470-20, Debt with Conversion and Other Options, Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed 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. There were no tax accruals relating to uncertain tax positions. 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 tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. Currently, the Company is not expecting the IRA to have a material adverse impact to our financial statements. Recent Accounting Pronouncements The Company’s 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. ​ Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s business objectives and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s condensed 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 these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On March 9, 2021, the Company sold 27,600,000 units, which includes 3,600,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $5,520,000. As of March 9, 2021, an additional fee of $9,660,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 shares of Class A common stock sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such shares of Class A common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the common stock reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,503,221) Common stock issuance costs ​ (15,021,271) Plus: ​ Accretion of carrying value to redemption value ​ 25,524,492 ​ ​ ​ ​ Class A common stock subject to possible redemption as December 31, 2021 ​ $ 276,000,000 Less: Remeasurement of carrying value to redemption value ​ ​ (183,329) Class A common stock subject to possible redemption as June 30, 2022 ​ ​ 275,816,671 Plus: Accretion of carrying value to redemption value ​ ​ 1,292,493 Class A common stock subject to possible redemption as September 30, 2022 ​ $ 277,109,164 ​ Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen 60 Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “ 30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, 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.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and Cantor purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisable on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that had been allocated to the payment of offering expenses. The Promissory Note is no longer available to the Company. On May 27, 2022, the Sponsor agreed to loan the Company up to $300,000 for working capital purposes. These loans are non-interest bearing, unsecured and are to be repaid by December 31, 2022. On October 10, 2022, Iris Acquisition Corp issued an unsecured promissory note in the aggregate principal amount up to $550,000 to Iris Acquisition Holdings LLC, the Company’s sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $550,000 payable on March 1, 2023. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note will be used by the Company for working capital purposes. For the three months ended September 30, 2022, the Company received $540,000 under this loan, which was pre-funded for working capital purposes. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Subsequent to the closing of the IPO, the Company began paying an affiliate of the Sponsor, Tribe Capital Markets LLC (“Tribe”) $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $0 and $50,000 of administrative service fees, respectively, which are included in formation and operating costs on the unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, $0 and $90,000 respectively, related to this agreement is recorded in due to related party on the condensed balance sheets. On June 1, 2022, Tribe withdrew as a member of the Sponsor. In conjunction with its withdrawal as a member, Tribe resigned as the managing member of the Sponsor effective June 1, 2022. Members holding a majority of the membership interest in the Sponsor appointed Arrow Multi Asset Fund – Arrow SP6 (“Arrow”) as the managing member of the Sponsor effective June 1, 2022. Following the withdrawal of Tribe as a member of the Sponsor, the $140,000 of administrative expense payable as of June 1, 2022 was forgiven and reclassified as a capital contribution.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding Form S-3 demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. 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 underwriting discount of 3.5% (or $9,660,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
INCOME TAXES
INCOME TAXES	NOTE 8. INCOME TAXES The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 5.0% and 1.4%, respectively. The effective tax rate for the three and nine months ended September 30, 2022 was 0.0%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the changes in the fair value of warrant liabilities and change in the valuation allowance. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is appropriate as the estimated annual effective tax rate method.

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 9. RECURRING FAIR VALUE MEASUREMENTS As of September 30, 2022 and December 31, 2021, the Company’s warrant liabilities were valued at $662,872 and $10,529,510, respectively. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the condensed balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. All of the Company’s permitted investments are held in a money market fund. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. During the year ended December 31, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following table presents fair value information as of September 30, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ Money Market investments ​ $ 277,109,164 ​ $ 277,109,164 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 372,099 ​ $ 372,099 ​ $ — ​ $ — Private Warrants ​ $ 290,773 ​ $ — ​ $ — ​ $ 290,773 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money Market Funds ​ $ 276,016,842 ​ $ 276,016,842 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants ​ $ 4,594,820 ​ $ — ​ $ — ​ $ 4,594,820 Public Warrants ​ $ 5,934,690 ​ $ 5,934,690 ​ $ — ​ $ — ​ Measurement The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement, September 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 9, 2021 (Initial ​ ​ September 30, 2022 December 31, 2021 Measurement) ​ Risk-free interest rate ​ 4.04 % 1.30 % 1.09 % Expected term (years) ​ 5.50 ​ 5.40 ​ 6.31 ​ Expected volatility ​ 4.5 % 13.6 % 24.3 % Exercise Price ​ 11.50 ​ 11.50 ​ 11.50 ​ ​ The change in the fair value of the warrant liabilities classified as Level 3 for the year ended September 30, 2022 and December 31,2021 is summarized as follows: ​ ​ ​ ​ ​ Fair value at issuance March 9, 2021 $ 18,322,046 Change in fair value ​ ​ 659,945 Fair value at March 31, 2021 ​ ​ 18,981,991 Public Warrants reclassified to level 1 ​ ​ (9,108,000) Change in fair value ​ ​ (229,859) Fair value at June 30, 2021 ​ ​ 9,644,132 Change in fair value ​ ​ (4,222,822) Fair value at September 30, 2021 ​ 5,421,310 Change in fair value ​ ​ (826,490) Fair value at December 31, 2021 ​ ​ 4,594,820 Change in fair value ​ ​ (1,977,860) Fair value at March 31, 2022 ​ ​ 2,616,960 Change in fair value ​ ​ (1,789,760) Fair value at June 30, 2022 ​ ​ 827,200 Change in fair value ​ ​ (536,427) Fair value at September 30, 2022 ​ $ 290,773 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company has evaluated all events that occurred through the date of this filing. Other than the issuance of the unsecured promissory note on October 10, 2022 as disclosed in Note 5, no events were identified. ​

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 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 the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 condensed 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash	Cash 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. As of September 30, 2022 and December 31, 2021, the Company had operating cash (i.e,. cash held outside the Trust Account) of $130,665 and $336,228, respectively.
Investments Held in Trust Account	Investments Held in Trust Account Investments held in Trust Account consist of U.S. Treasury Bills, which are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). These investments are classified as trading securities for which interest earned and unrealized and realized gains and losses are included in the condensed statements of operations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,185,181 ​ $ 546,295 ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 8,207,913 ​ $ 2,051,978 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.08 ​ $ 0.08 ​ $ 0.20 ​ $ 0.20 ​ $ 0.30 ​ $ 0.30 ​ $ 0.13 ​ $ 0.13
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
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 Topic 820, Fair Value Measurements and Disclosures
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging ASC Topic 470-20, Debt with Conversion and Other Options,
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed 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. There were no tax accruals relating to uncertain tax positions. 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 tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. Currently, the Company is not expecting the IRA to have a material adverse impact to our financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s 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. ​
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s business objectives and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s condensed 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 these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of net income per common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,185,181 ​ $ 546,295 ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 8,207,913 ​ $ 2,051,978 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.08 ​ $ 0.08 ​ $ 0.20 ​ $ 0.20 ​ $ 0.30 ​ $ 0.30 ​ $ 0.13 ​ $ 0.13

INITIAL PUBLIC OFFERING (Tables

INITIAL PUBLIC OFFERING (Tables)	9 Months Ended
	Sep. 30, 2022
INITIAL PUBLIC OFFERING
Schedule of common stock subject to possible redemptions reflected on the condensed balance sheets are reconciled	As of September 30, 2022 and December 31, 2021, the common stock reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,503,221) Common stock issuance costs ​ (15,021,271) Plus: ​ Accretion of carrying value to redemption value ​ 25,524,492 ​ ​ ​ ​ Class A common stock subject to possible redemption as December 31, 2021 ​ $ 276,000,000 Less: Remeasurement of carrying value to redemption value ​ ​ (183,329) Class A common stock subject to possible redemption as June 30, 2022 ​ ​ 275,816,671 Plus: Accretion of carrying value to redemption value ​ ​ 1,292,493 Class A common stock subject to possible redemption as September 30, 2022 ​ $ 277,109,164

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
RECURRING FAIR VALUE MEASUREMENTS
Schedule of Company's financial assets and liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ Money Market investments ​ $ 277,109,164 ​ $ 277,109,164 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 372,099 ​ $ 372,099 ​ $ — ​ $ — Private Warrants ​ $ 290,773 ​ $ — ​ $ — ​ $ 290,773 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money Market Funds ​ $ 276,016,842 ​ $ 276,016,842 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants ​ $ 4,594,820 ​ $ — ​ $ — ​ $ 4,594,820 Public Warrants ​ $ 5,934,690 ​ $ 5,934,690 ​ $ — ​ $ —
Schedule of key inputs into the Monte Carlo simulation model for the Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 9, 2021 (Initial ​ ​ September 30, 2022 December 31, 2021 Measurement) ​ Risk-free interest rate ​ 4.04 % 1.30 % 1.09 % Expected term (years) ​ 5.50 ​ 5.40 ​ 6.31 ​ Expected volatility ​ 4.5 % 13.6 % 24.3 % Exercise Price ​ 11.50 ​ 11.50 ​ 11.50 ​
Schedule of change in the fair value of the warrant liabilities classified as Level 3	​ ​ ​ ​ ​ Fair value at issuance March 9, 2021 $ 18,322,046 Change in fair value ​ ​ 659,945 Fair value at March 31, 2021 ​ ​ 18,981,991 Public Warrants reclassified to level 1 ​ ​ (9,108,000) Change in fair value ​ ​ (229,859) Fair value at June 30, 2021 ​ ​ 9,644,132 Change in fair value ​ ​ (4,222,822) Fair value at September 30, 2021 ​ 5,421,310 Change in fair value ​ ​ (826,490) Fair value at December 31, 2021 ​ ​ 4,594,820 Change in fair value ​ ​ (1,977,860) Fair value at March 31, 2022 ​ ​ 2,616,960 Change in fair value ​ ​ (1,789,760) Fair value at June 30, 2022 ​ ​ 827,200 Change in fair value ​ ​ (536,427) Fair value at September 30, 2022 ​ $ 290,773

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		9 Months Ended
	Mar. 09, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred underwriting fee payable		$ 9,660,000		$ 9,660,000
Offering costs			$ 606,622
Investment of cash into trust account			$ 276,000,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)	2 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100%
Minimum net tangible assets upon consummation of the business combination	$ 5,000,001
Threshold business days for redemption of public shares	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Operating bank account		130,665
Working capital		(1,025,190)
Franchise tax payable		350,829		200,000
Working capital loans outstanding		$ 0		$ 0
IPO
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued	27,600,000
Unit price per unit	$ 10
Gross proceeds from sale of units	$ 276,000,000
Transaction costs	15,627,893
Underwriting discount	5,520,000
Deferred underwriting fee payable	9,660,000
Other offering costs	447,893
Offering costs	606,622
Transaction costs included in equity	15,021,271
Investment of cash into trust account	$ 276,000,000
Redemption period upon closure	24 months
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Gross proceeds from Issuance of warrants	$ 7,520,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued	3,600,000
Purchase price, per unit	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		9 Months Ended
	Mar. 09, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash held outside the Trust Account		$ 130,665		$ 336,228
Class A common stocks in the calculation of diluted income per share		14,437,500
Offering costs			$ 606,622
Unrecognized tax benefits		$ 0		0
Unrecognized tax benefits accrued for interest and penalties		$ 0		$ 0
IPO [Member]
Total Offering costs	$ 15,627,893
Underwriting discount	5,520,000
Deferred underwriting discount	9,660,000
Other offering costs	447,893
Offering costs	606,622
Transaction costs included in equity	$ 15,021,271

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Income per Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Common Stock Subject To Possible Redemption
Numerator:
Net income	$ 2,185,181	$ 5,409,578	$ 8,207,913	$ 3,709,997
Denominator:
Basic weighted average shares outstanding	27,600,000	27,600,000	27,600,000	27,600,000
Diluted weighted average shares outstanding	27,600,000	27,600,000	27,600,000	27,600,000
Basic net income per common share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Diluted net income per common share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Class B common stock
Numerator:
Net income	$ 546,295	$ 1,352,395	$ 2,051,978	$ 927,499
Denominator:
Basic weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,900,000
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,900,000
Basic net income per common share	$ 0.08	$ 0.20	$ 0.30	$ 0.13
Diluted net income per common share	$ 0.08	$ 0.20	$ 0.30	$ 0.13

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Mar. 09, 2021 USD ($) $ / shares shares
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.25
Warrants expiration term	5 years
Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of shares issuable per warrant	1
Public warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants | $ / shares	$ 0.01
Warrants expiration term	5 years
Public warrants | Class A common stock
INITIAL PUBLIC OFFERING
Exercise price of warrants | $ / shares	$ 11.50
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
IPO
INITIAL PUBLIC OFFERING
Number of units issued	27,600,000
Gross proceeds from sale of units | $	$ 276,000,000
Underwriting fee | $	5,520,000
Additional fee | $	$ 9,660,000
IPO | Class A common stock
INITIAL PUBLIC OFFERING
Number of units issued	27,600,000
IPO | Public warrants
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	3,600,000
Purchase price, per unit | $ / shares	$ 10

INITIAL PUBLIC OFFERING - Commo

INITIAL PUBLIC OFFERING - Common stock reflected (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2021	Jun. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from IPO						$ 276,000,000
Proceeds allocated to Public Warrants						(10,503,221)
Common stock issuance costs						(15,021,271)
Accretion of carrying value to redemption value	$ 1,292,493				$ 25,524,492	25,524,492
Less: Remeasurement of carrying value to redemption value	(1,292,494)	$ 183,329	$ (25,524,492)	$ (183,329)
Class A common stock subject to possible redemption
Subsidiary, Sale of Stock [Line Items]
Contingently redeemable common stock	$ 277,109,164	$ 275,816,671		$ 275,816,671		$ 276,000,000

INITIAL PUBLIC OFFERING - Warra

INITIAL PUBLIC OFFERING - Warrants (Details)	Mar. 09, 2021 D $ / shares shares
Warrants
Warrants expiration term	5 years
Redemption period	30 days
Percentage of gross proceeds on total equity proceeds	60%
Class A common stock
Warrants
Number of shares per warrant | shares	1
Number of trading days on which fair market value of shares is reported | D	20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Class A common stock | Maximum
Warrants
Exercise price of warrants | $ / shares	$ 9.20
Redemption of warrants when price per share of class common stock equals or exceeds $18.00
Warrants
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Share trigger price | $ / shares	$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants
Warrants
Warrants expiration term	5 years
Exercise price of warrants | $ / shares	$ 0.01
Public Warrants | Class A common stock
Warrants
Exercise price of warrants | $ / shares	$ 11.50
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Public Warrants | Redemption of warrants when price per share of class common stock equals or exceeds $18.00
Warrants
Maximum period after business combination in which to file registration statement	15 days
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants | Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00
Warrants
Maximum threshold period for registration statement to become effective after business combination	60 days

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	Mar. 09, 2021	Sep. 30, 2021
PRIVATE PLACEMENT
Proceeds from issuance of warrants		$ 7,520,000
Warrants expiration term	5 years
Private Warrants
PRIVATE PLACEMENT
Price of warrant	$ 1.50
Private Placement
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	5,013,333
Exercise price of warrants	$ 1.50
Private Placement | Warrant [Member]
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	1
Exercise price of warrants	$ 11.50
Private Placement | Private Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	5,013,333
Proceeds from issuance of warrants	$ 7,520,000
Exercise price of warrants	$ 11.50
Number of shares per warrant	1
Warrants expiration term	5 years

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Common Class B [Member]	1 Months Ended		9 Months Ended
	Feb. 28, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 $ / shares
RELATED PARTY TRANSACTIONS
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Over Allotment Option
RELATED PARTY TRANSACTIONS
Shares no longer subject to forfeiture			900,000
Sponsor
RELATED PARTY TRANSACTIONS
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Share dividend	0.2
Aggregate number of shares owned	6,900,000
Restrictions on transfer period of time after business combination completion			1 year
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Consideration received | $		$ 25,000
Consideration received, per share | $ / shares		$ 0.004
Consideration received, shares		5,750,000
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 | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Sponsor | Over Allotment Option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture	900,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended	9 Months Ended
	Mar. 09, 2021	Sep. 30, 2022	Sep. 30, 2022	Oct. 10, 2022	Jun. 01, 2022	May 27, 2022	Dec. 31, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
Promissory note - related party			$ 840,000
Due to related party		$ 75,000	75,000				$ 90,000
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note								$ 300,000
Repayment of promissory note - related party	$ 1,000,000	540,000
Promissory Note with Related Party | Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						$ 300,000
Promissory Note with Related Party | Sponsor | Subsequent Event
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 550,000
Aggregate principal amount				$ 550,000
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Due to related party		0	0				90,000
Administrative Support Agreement | Operating Costs
RELATED PARTY TRANSACTIONS
Expenses per month		$ 0	50,000
Administrative Support Agreement | Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month			$ 10,000
Administrative expense payable forgiven					$ 140,000
Related Party Loans
RELATED PARTY TRANSACTIONS
Price of warrant		$ 1.50	$ 1.50
Related Party Loans | Working Capital Loans Warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Outstanding borrowings		$ 0	$ 0				$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item	3
Deferred underwriting discount (in percentage)	3.50%
Deferred underwriting discount | $	$ 9,660,000	$ 9,660,000

STOCKHOLDERS' DEFICIT - Preferr

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

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common stock (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
STOCKHOLDERS' DEFICIT
Common shares, votes per share | Vote	1
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	280,000,000	280,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, issued (in shares)	27,600,000	27,600,000
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000	27,600,000
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000
Conversion of shares upon business combination	1
Aggregated shares issued upon converted basis (in percent)	20%

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
INCOME TAXES
Effective tax rate	5%	0%	1.40%	0%
Statutory income tax rate			21%

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Investments held in Trust Account:
Money Market investments	$ 277,109,164	$ 276,016,842
Liabilities:
Warrant liability	662,872	10,529,510
Recurring
Investments held in Trust Account:
Money Market investments	277,109,164	276,016,842
Recurring | Public Warrants
Liabilities:
Warrant liability	372,099	5,934,690
Recurring | Private Warrants
Liabilities:
Warrant liability	290,773	4,594,820
Level 1 | Recurring
Investments held in Trust Account:
Money Market investments	277,109,164	276,016,842
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	372,099	5,934,690
Level 3 | Recurring | Private Warrants
Liabilities:
Warrant liability	$ 290,773	$ 4,594,820

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Key inputs into the Monte Carlo simulation model for the Warrants (Details)	Sep. 30, 2022 Y $ / shares	Dec. 31, 2021 $ / shares Y	Mar. 09, 2021 $ / shares Y
Risk-free interest rate
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input	0.0404	0.0130	0.0109
Expected term (years)
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input | Y	5.50	5.40	6.31
Expected volatility
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input	0.045	0.136	0.243
Exercise Price
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input | $ / shares	11.50	11.50	11.50

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Change in the fair value of the warrant liabilities classified as Level 3 (Details) - Level 3 - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at beginning of period	$ 18,322,046	$ 827,200	$ 2,616,960	$ 4,594,820	$ 5,421,310	$ 9,644,132	$ 18,981,991
Public Warrants reclassified to level 1							(9,108,000)
Change in fair value	659,945	(536,427)	(1,789,760)	(1,977,860)	(826,490)	(4,222,822)	(229,859)
Fair value at end of period	$ 18,981,991	$ 290,773	$ 827,200	$ 2,616,960	$ 4,594,820	$ 5,421,310	$ 9,644,132