Edify Acquisition Corp - Ordinary Shares (EAC) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity Registrant Name	Edify Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39899
Entity Tax Identification Number	85-3274503
Entity Address, Address Line One	888 7th Avenue, Floor 29
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10106
City Area Code	212
Local Phone Number	603-2800
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	0001832765
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 Common Stock and one Warrant to acquire one-half of a share of Common Stock
Document Information
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock
Trading Symbol	EACPU
Security Exchange Name	NASDAQ
Class A common stock
Document Information
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	EAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Warrants
Document Information
Title of 12(b) Security	Warrants
Trading Symbol	EACPW
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	$ 67,944	$ 67,944
Prepaid expenses	124,563	418,750
Total Current Assets	192,507	486,694
Investments held in Trust Account	277,619,893	276,026,092
TOTAL ASSETS	277,812,400	276,512,786
Current liabilities:
Accounts payable and accrued expenses	236,448	317,564
Advance from related parties	825,417	135,836
Income taxes payable	204,419
Total Current Liabilities	1,266,284	453,400
Deferred underwriting fee payable	9,660,000	9,660,000
Warrant liabilities	972,000	9,832,800
TOTAL LIABILITIES	11,898,284	19,946,200
Commitments and Contingencies
Class A common stock subject to possible redemption $0.0001 par value; 27,600,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively	277,008,443	276,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(11,095,017)	(19,434,104)
Total Stockholders' Deficit	(11,094,327)	(19,433,414)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT	277,812,400	276,512,786
Class A common stock
Stockholders' Deficit
Common stock	0	0
Class A common stock subject to redemption
Current liabilities:
Class A common stock subject to possible redemption $0.0001 par value; 27,600,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively	277,008,443	276,000,000
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, (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 shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Class A common stock subject to redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000	27,600,000
Redemption price per share	$ 10.06	$ 10
Class A common stock not subject to redemption
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	6,900,000	6,900,000
Common shares, 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
General and administrative expenses	$ 243,761	$ 233,998	$ 841,652	$ 1,784,812
Loss from operations	(243,761)	(233,998)	(841,652)	(1,784,812)
Other income (expense):
Interest earned on marketable securities held in Trust Account	1,218,601	6,958	1,593,801	19,134
Change in fair value of warrant liabilities	1,222,800	1,825,200	8,860,800	11,991,600
Loss on initial issuance of private warrants				(3,158,400)
Total other income, net	2,441,401	1,832,158	10,454,601	8,852,334
Income before provision for income taxes	2,197,640	1,598,160	9,612,949	7,067,522
Provision for income taxes	(243,408)		(265,419)
Net income	$ 1,954,232	$ 1,598,160	$ 9,347,530	$ 7,067,522
Class A common stock
Other income (expense):
Basic weighted average shares outstanding	27,600,000	27,600,000	27,600,000	25,578,022
Diluted weighted average shares outstanding	27,600,000	27,600,000	27,600,000	25,578,022
Basic net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Diluted net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Class B Common Stock
Other income (expense):
Basic weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,834,066
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,834,066
Basic net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Diluted net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock subject to redemption Additional Paid-in Capital	Class A common stock subject to redemption Accumulated Deficit	Class A common stock subject to redemption	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020				$ 690	$ 24,310	$ (1,000)	$ 24,000
Balance at the beginning (in shares) at Dec. 31, 2020				6,900,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A common stock to redemption amount	$ (24,310)	$ (31,324,327)	$ (31,348,637)
Net income						9,029,128	9,029,128
Balance at the end at Mar. 31, 2021				$ 690		(22,296,199)	(22,295,509)
Balance at the end (in shares) at Mar. 31, 2021				6,900,000
Balance at the beginning at Dec. 31, 2020				$ 690	$ 24,310	(1,000)	24,000
Balance at the beginning (in shares) at Dec. 31, 2020				6,900,000
Increase (Decrease) in Stockholders' Equity
Net income							7,067,522
Balance at the end at Sep. 30, 2021				$ 690		(24,257,805)	(24,257,115)
Balance at the end (in shares) at Sep. 30, 2021				6,900,000
Balance at the beginning at Mar. 31, 2021				$ 690		(22,296,199)	(22,295,509)
Balance at the beginning (in shares) at Mar. 31, 2021				6,900,000
Increase (Decrease) in Stockholders' Equity
Net income						(3,559,766)	(3,559,766)
Balance at the end at Jun. 30, 2021				$ 690		(25,855,965)	(25,855,275)
Balance at the end (in shares) at Jun. 30, 2021				6,900,000
Increase (Decrease) in Stockholders' Equity
Net income						1,598,160	1,598,160
Balance at the end at Sep. 30, 2021				$ 690		(24,257,805)	(24,257,115)
Balance at the end (in shares) at Sep. 30, 2021				6,900,000
Balance at the beginning at Dec. 31, 2021				$ 690		(19,434,104)	(19,433,414)
Balance at the beginning (in shares) at Dec. 31, 2021				6,900,000
Increase (Decrease) in Stockholders' Equity
Net income						6,333,906	6,333,906
Balance at the end at Mar. 31, 2022				$ 690		(13,100,198)	(13,099,508)
Balance at the end (in shares) at Mar. 31, 2022				6,900,000
Balance at the beginning at Dec. 31, 2021				$ 690		(19,434,104)	(19,433,414)
Balance at the beginning (in shares) at Dec. 31, 2021				6,900,000
Increase (Decrease) in Stockholders' Equity
Net income							9,347,530
Balance at the end at Sep. 30, 2022				$ 690		(11,095,017)	(11,094,327)
Balance at the end (in shares) at Sep. 30, 2022				6,900,000
Balance at the beginning at Mar. 31, 2022				$ 690		(13,100,198)	(13,099,508)
Balance at the beginning (in shares) at Mar. 31, 2022				6,900,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A common stock to redemption amount		(60,971)	(60,971)
Net income						1,059,392	1,059,392
Balance at the end at Jun. 30, 2022				$ 690		(12,101,777)	(12,101,087)
Balance at the end (in shares) at Jun. 30, 2022				6,900,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A common stock to redemption amount		$ (947,472)	$ (947,472)
Net income						1,954,232	1,954,232
Balance at the end at Sep. 30, 2022				$ 690		$ (11,095,017)	$ (11,094,327)
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
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income			$ 9,347,530	$ 7,067,522
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	$ (1,222,800)	$ (1,825,200)	(8,860,800)	(11,991,600)
Loss on issuance of Private Placement Warrants				3,158,400
Transaction costs associated with issuance of warrants				943,412
Interest earned on marketable securities held in Trust Account	(1,218,601)	(6,958)	(1,593,801)	(19,134)
Changes in operating assets and liabilities:
Prepaid expenses			294,187	(545,270)
Accounts payable and accrued expenses			(81,116)	343,663
Income taxes payable			204,419
Net cash used in operating activities			(689,581)	(1,043,007)
Cash Flows from Investing Activities:
Investment of cash 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 underwriting discounts paid				271,860,000
Proceeds from sale of Private Placement Warrants				5,640,000
Advances from related party			689,581
Proceeds from promissory note - related party				75,000
Repayment of promissory note - related party				(230,000)
Payment of offering costs				(276,446)
Net cash provided by financing activities			689,581	277,068,554
Net Change in Cash			0	25,547
Cash - Beginning of period			67,944	42,397
Cash - End of period	$ 67,944	$ 67,944	$ 67,944	67,944
Non-cash investing and financing activities:
Deferred underwriting fee payable				9,660,000
Initial classification of warrant liabilities				$ 26,876,400

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 Edify Acquisition Corp. (the “Company”) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 from inception through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the 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 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,640,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Colbeck Edify Holdings, LLC (the “Sponsor”), generating gross proceeds of $5,640,000, which is described in Note 4. Transaction costs amounted to $14,214,049, consisting of $4,140,000 in cash underwriting fees, net of $1,380,000 reimbursed from the underwriters, $9,660,000 of deferred underwriting fees and $414,049 of other offering costs. Following the closing of the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only 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 selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions 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 applicable law or stock exchange listing requirements 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 “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 applicable law or stock exchange listing requirements, 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 Sponsor has agreed to vote its 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 without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 20, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires 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 Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 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 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 public 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 monies held in the Trust Account nor will it apply 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 for the Company’s independent registered public accounting firm), prospective target businesses and 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. Liquidity and Going Concern As of September 30, 2022, the Company had $67,944 in its operating bank accounts, $277,619,893 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $1,073,777, which excludes franchise taxes payable of $150,000, of which such amount will be paid from interest earned on the Trust Account. As of September 30, 2022, $1,619,893 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of September 30, 2022 an affiliate of the Sponsor paid for certain expenses on behalf of the Company amounting to $825,417. These advances are non-interest bearing and are due on demand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by January 20, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution coupled with the Company’s current liquidity condition, as described above, 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 January 20, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by January 20, 2023.

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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021, as filed with the SEC on April 15, 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 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 auditor 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 the unaudited 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. 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 unaudited condensed 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 unaudited 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. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the condensed balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock shares subject to redemption upon the completion of the Initial Public Offering. Investment Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Accounts were held in money market funds which are invested primarily in U.S. Treasury securities. 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 Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, shares of Class A common shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in 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 $ 276,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (18,078,000) Class A common stock issuance at cost ​ (13,270,637) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 ​ ​ 276,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,008,443 Class A common stocks subject to possible redemption, September 30, 2022 ​ $ 277,008,443 ​ Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using the Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available were valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. 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 has this been assessed as the trust is now earning interest? 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 11.08% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.76% 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 per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 shares of Class A common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. 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. As a result, diluted net income (loss) per common share is the same as basic net income per common share for the periods presented. The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class A Class A Class A Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 1,563,386 ​ $ 1,278,528 ​ $ 7,478,024 ​ $ 5,577,340 Denominator: ​ ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 27,600,000 ​ 27,600,000 ​ 27,600,000 ​ 25,578,022 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class B Class B Class B Class B Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 390,846 ​ $ 319,632 ​ $ 1,869,506 ​ $ 1,490,182 Denominator: ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 6,900,000 ​ 6,900,000 ​ 6,900,000 ​ 6,834,066 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account as of September 30, 2022 and December 31, 2021. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	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 5,640,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant or $5,640,000 from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). 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 held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 19, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On January 14, 2021, the Company declared a dividend of 0.2 shares of common stock for each outstanding share, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Founders Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founders Shares will equal, on an un-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On January 20, 2021, the underwriter’s election exercised their over-allotment option; therefore the 900,000 shares were no longer subject to forfeiture. Accordingly, there are 6,900,000 Founders Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the 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 Administrative Services Agreement The Company entered into an agreement, commencing on January 14, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Fees related to these services totaling $90,000 and $115,000 are included in accrued expenses in the accompanying condensed balance sheets at September 30, 2022 and December 31, 2021, respectively. For the three and nine months ended September 30, 2022 administrative fees totaled $30,000 and $90,000, respectively. For the three and nine months ended September 30, 2021, administrative fees totaled $30,000 and $90,000, respectively. Promissory Note — Related Party On October 19, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (ii) the date the Company determines not to conduct the Initial Public Offering. As of December 31, 2020, there was $155,000 in borrowings outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $230,000 was repaid at the closing of the Initial Public Offering on January 20, 2021. Borrowings under the Promissory Note are no longer available. Advances from Related Party and Due to Sponsor An affiliate of the Sponsor paid for certain operating costs on behalf of the Company amounting to $825,417 and $135,836 as of September 30, 2022 and December 31, 2021, respectively. The advances are non-interest bearing and are due on demand. 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 officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed 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 is not determinable as of the date of these unaudited condensed 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 unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, 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. Registration Rights Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of 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 liquidated 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 $9,660,000 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
	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 holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, 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 Propose 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). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

WARRANT LIABILITIES

WARRANT LIABILITIES	9 Months Ended
	Sep. 30, 2022
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8 – WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants and 5,640,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. 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 for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of 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 60 th Once the warrants become exercisable, the Company may call the warrant for redemption: ● 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 reported sale price of the 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 the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for 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 warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of 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 and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS 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 $277,619,893 and $276,026,092 of mutual funds invested in U.S. Treasury securities with dividends reinvested. During the three and nine months ended September 30, 2022 and 2021, the Company did not withdraw any interest income from the Trust Account. The following tables present 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 indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-To-Maturity Level Fair Value Assets: ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Investments held in Trust Account – Mutual Funds ​ 1 ​ $ 277,619,893 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Warrant Liabilities – Public Warrants ​ 2 ​ $ 690,000 September 30, 2022 Warrant Liabilities – Private Placement Warrants ​ 3 ​ $ 282,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-To-Maturity Level Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Investments held in Trust Account – Mutual Funds 1 ​ $ 276,026,092 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ December 31, 2021 Warrant Liabilities – Public Warrants 2 ​ $ 6,900,000 December 31, 2021 Warrant Liabilities – Private Placement Warrants 3 ​ $ 2,932,800 ​ 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 the change in fair value of warrant liabilities in the condensed statements of operations. The Private Placement Warrants were valued using the Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The 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 Public Warrants were initially valued using a binomial/lattice model, which is considered to be a Level 3 fair value measurement, that assumes the optimal exercise of the Company’s redemption option at the earliest possible date. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrants was used as the fair value of the Public Warrants 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. During the three months ended June 30, 2022, as a result of the recent decline in trading volume within the last two weeks of the quarter-ended June 30, 2022, the warrants were transferred to and are currently classified as Level 2 securities. The key inputs to both models for the Private Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Input December 31, 2021 September 30, 2022 Asset Price ​ $ 9.77 ​ $ 9.89 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Expected Merger Announcement Date ​ 3/31/2022 ​ 10/20/2022 ​ Expected Merger Date ​ 9/30/2022 ​ 01/20/2023 ​ Expiration Date ​ 9/30/2027 ​ 01/20/2028 ​ Call Price ​ ​ N/A ​ N/A ​ Contractual Term ​ 5.5 ​ 5.3 ​ Risk-Free Rate ​ 1.3 % 4.0 % Volatility ​ 20.4 % 1.0 % Dividend Yield ​ 0.0 % 0.0 % Steps ​ N/A ​ N/A ​ ​ The following table presents the changes in the fair value of Level 3 warrant liabilities for the comparable period: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Initial measurement on January 20, 2021 ​ $ 8,798,400 ​ $ 18,078,000 ​ $ 26,876,400 Change in fair value ​ (2,256,000) ​ (11,178,000) ​ (13,434,000) Fair value as of March 31, 2021 ​ ​ 6,542,400 ​ ​ 6,900,000 ​ ​ 13,442,400 Change in fair value ​ ​ 507,600 ​ ​ 2,760,000 ​ ​ 3,267,600 Fair value as of June 30, 2021 ​ ​ 7,050,000 ​ ​ 9,660,000 ​ ​ 16,710,000 Change in fair value ​ ​ (169,200) ​ ​ (2,760,000) ​ ​ (2,929,200) Transfers to Level 1 ​ ​ — ​ ​ (6,900,000) ​ ​ (6,900,000) Fair value as of September 30, 2021 ​ $ 6,880,800 ​ $ — ​ $ 6,880,800 ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Warrant Liabilities Fair value as of December 31, 2021 ​ $ 2,932,800 ​ $ 2,932,800 Change in fair value ​ (1,974,000) ​ (1,974,000) Fair value as of March 31, 2022 ​ ​ 958,800 ​ ​ 958,800 Change in fair value ​ ​ (282,000) ​ ​ (282,000) Fair value as of June 30, 2022 ​ ​ 676,800 ​ ​ 676,800 Change in fair value ​ ​ (394,800) ​ ​ (394,800) Fair value as of September 30, 2022 ​ $ 282,000 ​ $ 282,000 ​ 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. There was a transfer of $6,900,000 from Level 3 to Level 1 in the fair value hierarchy for Public Warrants during the year ended December 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three and nine months ended September 30, 2022 was $690,000 and $2,208,000, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021, as filed with the SEC on April 15, 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 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 auditor 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 the unaudited 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. 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 unaudited condensed 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 unaudited 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.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the condensed balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock shares subject to redemption upon the completion of the Initial Public Offering.
Investment Held in Trust Account	Investment Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Accounts were held in money market funds which are invested primarily in U.S. Treasury securities.
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 Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, shares of Class A common shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in 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 $ 276,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (18,078,000) Class A common stock issuance at cost ​ (13,270,637) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 ​ ​ 276,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,008,443 Class A common stocks subject to possible redemption, September 30, 2022 ​ $ 277,008,443 ​
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using the Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available were valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
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 has this been assessed as the trust is now earning interest? 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 11.08% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.76% 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 per Common Share	Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 shares of Class A common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. 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. As a result, diluted net income (loss) per common share is the same as basic net income per common share for the periods presented. The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class A Class A Class A Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 1,563,386 ​ $ 1,278,528 ​ $ 7,478,024 ​ $ 5,577,340 Denominator: ​ ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 27,600,000 ​ 27,600,000 ​ 27,600,000 ​ 25,578,022 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class B Class B Class B Class B Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 390,846 ​ $ 319,632 ​ $ 1,869,506 ​ $ 1,490,182 Denominator: ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 6,900,000 ​ 6,900,000 ​ 6,900,000 ​ 6,834,066 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account as of September 30, 2022 and December 31, 2021.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Class A common stock reconciliation	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 $ 276,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (18,078,000) Class A common stock issuance at cost ​ (13,270,637) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 ​ ​ 276,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,008,443 Class A common stocks subject to possible redemption, September 30, 2022 ​ $ 277,008,443
Schedule of basic and diluted net income (loss) per common share	The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class A Class A Class A Class A Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 1,563,386 ​ $ 1,278,528 ​ $ 7,478,024 ​ $ 5,577,340 Denominator: ​ ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 27,600,000 ​ 27,600,000 ​ 27,600,000 ​ 25,578,022 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Class B Class B Class B Class B Basic net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 390,846 ​ $ 319,632 ​ $ 1,869,506 ​ $ 1,490,182 Denominator: ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 6,900,000 ​ 6,900,000 ​ 6,900,000 ​ 6,834,066 Basic net income per common share ​ $ 0.06 ​ $ 0.05 ​ $ 0.27 ​ $ 0.22

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities measured at fair value on a recurring basis, held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-To-Maturity Level Fair Value Assets: ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Investments held in Trust Account – Mutual Funds ​ 1 ​ $ 277,619,893 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Warrant Liabilities – Public Warrants ​ 2 ​ $ 690,000 September 30, 2022 Warrant Liabilities – Private Placement Warrants ​ 3 ​ $ 282,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-To-Maturity Level Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Investments held in Trust Account – Mutual Funds 1 ​ $ 276,026,092 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ December 31, 2021 Warrant Liabilities – Public Warrants 2 ​ $ 6,900,000 December 31, 2021 Warrant Liabilities – Private Placement Warrants 3 ​ $ 2,932,800
Schedule of key inputs to both models for the Private Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ Input December 31, 2021 September 30, 2022 Asset Price ​ $ 9.77 ​ $ 9.89 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Expected Merger Announcement Date ​ 3/31/2022 ​ 10/20/2022 ​ Expected Merger Date ​ 9/30/2022 ​ 01/20/2023 ​ Expiration Date ​ 9/30/2027 ​ 01/20/2028 ​ Call Price ​ ​ N/A ​ N/A ​ Contractual Term ​ 5.5 ​ 5.3 ​ Risk-Free Rate ​ 1.3 % 4.0 % Volatility ​ 20.4 % 1.0 % Dividend Yield ​ 0.0 % 0.0 % Steps ​ N/A ​ N/A ​
Schedule of change in the fair value of Level 3 warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Initial measurement on January 20, 2021 ​ $ 8,798,400 ​ $ 18,078,000 ​ $ 26,876,400 Change in fair value ​ (2,256,000) ​ (11,178,000) ​ (13,434,000) Fair value as of March 31, 2021 ​ ​ 6,542,400 ​ ​ 6,900,000 ​ ​ 13,442,400 Change in fair value ​ ​ 507,600 ​ ​ 2,760,000 ​ ​ 3,267,600 Fair value as of June 30, 2021 ​ ​ 7,050,000 ​ ​ 9,660,000 ​ ​ 16,710,000 Change in fair value ​ ​ (169,200) ​ ​ (2,760,000) ​ ​ (2,929,200) Transfers to Level 1 ​ ​ — ​ ​ (6,900,000) ​ ​ (6,900,000) Fair value as of September 30, 2021 ​ $ 6,880,800 ​ $ — ​ $ 6,880,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Warrant Liabilities Fair value as of December 31, 2021 ​ $ 2,932,800 ​ $ 2,932,800 Change in fair value ​ (1,974,000) ​ (1,974,000) Fair value as of March 31, 2022 ​ ​ 958,800 ​ ​ 958,800 Change in fair value ​ ​ (282,000) ​ ​ (282,000) Fair value as of June 30, 2022 ​ ​ 676,800 ​ ​ 676,800 Change in fair value ​ ​ (394,800) ​ ​ (394,800) Fair value as of September 30, 2022 ​ $ 282,000 ​ $ 282,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		9 Months Ended		12 Months Ended
	Jan. 20, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum | item		1
Gross proceeds				$ 276,000,000
Proceeds from sale of Private Placement Warrants			$ 5,640,000
Transaction costs	$ 14,214,049
Cash underwriting fees	4,140,000
Reimbursement from underwriter	1,380,000
Deferred underwriting fee payable	9,660,000	$ 9,660,000		9,660,000
Other offering costs	414,049
Investment of cash into Trust Account	$ 276,000,000		$ 276,000,000
Condition for future business combination use of proceeds percentage		80
Condition for future business combination threshold percentage ownership		50
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Redemption limit percentage without prior consent		15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Redemption period upon closure		10 days
Maximum allowed dissolution expenses		$ 100,000
Cash		67,944		67,944
Marketable securities held in Trust Account		277,619,893		$ 276,026,092
Working capital deficit		1,073,777
Franchise taxes payable		150,000
Amount on deposit in the Trust Account		1,619,893
Expenses paid by sponsor		$ 825,417
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold | shares	27,600,000
Purchase price, per unit | $ / shares	$ 10
Gross proceeds	$ 276,000,000
Price of warrant | $ / shares	$ 10
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant | $ / shares	$ 1
Sale of Private Placement Warrants (in shares) | shares	5,640,000
Proceeds from sale of Private Placement Warrants	$ 5,640,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold | shares	3,600,000
Purchase price, per unit | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Effective tax rate (as a percent)	11.08%	0%	2.76%	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
Anti-dilutive securities attributable to warrants (in shares)			19,440,000

SUMMARY OF SIGNIFICANT ACCOUN_5

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		$ 276,000,000
Less:
Proceeds allocated to Public Warrants		(18,078,000)
Class A common stock issuance at cost		(13,270,637)
Plus:
Accretion of carrying value to redemption value	$ 1,008,443	31,348,637
Class A common stocks subject to possible redemption	$ 277,008,443	$ 276,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation 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
Numerators:
Allocation of net income, as adjusted	$ 1,563,386	$ 1,278,528	$ 7,478,024	$ 5,577,340
Denominators:
Basic weighted average shares outstanding	27,600,000	27,600,000	27,600,000	25,578,022
Diluted weighted average shares outstanding	27,600,000	27,600,000	27,600,000	25,578,022
Basic net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Diluted net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Class B Common Stock
Numerators:
Allocation of net income, as adjusted	$ 390,846	$ 319,632	$ 1,869,506	$ 1,490,182
Denominators:
Basic weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,834,066
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,834,066
Basic net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22
Diluted net income per share	$ 0.06	$ 0.05	$ 0.27	$ 0.22

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Jan. 20, 2021 $ / shares shares
Initial Public Offering
Subsidiary, sale of stock
Number of units sold	27,600,000
Purchase price, per unit | $ / shares	$ 10
Number of shares in a unit	1
Initial Public Offering | Public Warrants
Subsidiary, sale of stock
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
Subsidiary, sale of stock
Number of units sold	3,600,000
Purchase price, per unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	Jan. 20, 2021	Sep. 30, 2021
Subsidiary, sale of stock
Aggregate purchase price		$ 5,640,000
Private Placement Warrants
Subsidiary, sale of stock
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Private Placement | Private Placement Warrants
Subsidiary, sale of stock
Number of warrants to purchase shares issued	5,640,000
Price of warrants	$ 1
Aggregate purchase price	$ 5,640,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			9 Months Ended
	Jan. 14, 2021	Oct. 19, 2020	Sep. 30, 2022	Jan. 20, 2021
RELATED PARTY TRANSACTIONS
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Number of shares issued		5,750,000
Aggregate purchase price		$ 25,000
Share dividend	0.2
Aggregate number of shares owned	6,900,000			6,900,000
Shares subject to forfeiture	900,000
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20%
Number of shares not subject to forfeiture				900,000
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			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 (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 20, 2021	Jan. 14, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 19, 2020
RELATED PARTY TRANSACTIONS
Repayment of promissory note - related party						$ 230,000
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month		$ 10,000
Incurred fees for services					$ 90,000		$ 115,000
Administrative fee expenses			$ 30,000	$ 30,000	90,000	$ 90,000
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note									$ 250,000
Outstanding balance of related party note								$ 155,000
Repayment of promissory note - related party	$ 230,000
Advances From Relate Party And Due To Sponsor
RELATED PARTY TRANSACTIONS
Operating costs paid by sponsor on behalf of company					825,417		135,836
Related Party Loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant			1,500,000		1,500,000
Related Party Loans | Working capital loans warrant
RELATED PARTY TRANSACTIONS
Outstanding balance of related party note			$ 0		$ 0		$ 0
Price of warrant			$ 1		$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2022 USD ($) item $ / shares	Dec. 31, 2021 USD ($)	Jan. 20, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item	3
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 9,660,000	$ 9,660,000	$ 9,660,000

STOCKHOLDERS' DEFICIT - Preferr

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

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class A common stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Ratio to be applied to the stock in the conversion	1
Aggregated shares issued upon converted basis (in percent)	20%
Class A common stock subject to redemption
STOCKHOLDERS' DEFICIT
Temporary equity, shares issued	27,600,000	27,600,000
Temporary equity, shares outstanding	27,600,000	27,600,000
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	6,900,000	6,900,000
Common shares, shares outstanding (in shares)	6,900,000	6,900,000

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Warrants
WARRANT LIABILITIES
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
WARRANT LIABILITIES
Warrant outstanding | shares	5,640,000	5,640,000
Public Warrants
WARRANT LIABILITIES
Warrant outstanding | shares	13,800,000	13,800,000
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Period of time within which registration statement is expected to become effective	60 days
Share price trigger used to measure dilution of warrant	$ 9.20
Warrant exercise price adjustment multiple	115
Restrictions on transfer period of time after business combination completion	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 18
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	3 years

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 277,619,893	$ 276,026,092
Liabilities:
Warrant Liabilities	972,000	9,832,800
Mutual Fund U.S. Treasury Securities
Assets:
Investments held in Trust Account	277,619,893	276,026,092
Level 1 | Mutual Fund U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	277,619,893	276,026,092
Level 2 | Recurring | Public Warrants
Liabilities:
Warrant Liabilities	690,000	6,900,000
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant Liabilities	$ 282,000	$ 2,932,800

FAIR VALUE MEASUREMENTS - Key i

FAIR VALUE MEASUREMENTS - Key inputs to both models for the Private Warrants (Details) - Private Placement Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 Y $ / shares item
Asset Price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input | $ / shares	9.89	9.77
Exercise Price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input | $ / shares	11.50	11.50
Expected Merger Announcement Date
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input date	10/20/2022	3/31/2022
Expected Merger Date
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input date	01/20/2023	9/30/2022
Expiration Date
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input date	01/20/2028	9/30/2027
Contractual Term
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input | Y	5.3	5.5
Risk-Free Rate
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0.040	0.013
Volatility
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0.010	0.204
Dividend Yield
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the fair value of Level 3 warrant liabilities (Details) - USD ($)	2 Months Ended	3 Months Ended					9 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of beginning period	$ 26,876,400	$ 676,800	$ 958,800	$ 2,932,800	$ 16,710,000	$ 13,442,400	$ 2,932,800
Change in fair value	(13,434,000)	(394,800)	(282,000)	(1,974,000)	(2,929,200)	3,267,600
Transfers to Level 1					(6,900,000)
Fair value of ending period	13,442,400	282,000	676,800	958,800	6,880,800	16,710,000	282,000	$ 2,932,800
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of beginning period	18,078,000				9,660,000	6,900,000
Change in fair value	(11,178,000)				(2,760,000)	2,760,000
Transfers to Level 1					(6,900,000)			6,900,000
Fair value of ending period	6,900,000					9,660,000
Transfers to Level 2		690,000					2,208,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of beginning period	8,798,400	676,800	958,800	2,932,800	7,050,000	6,542,400	2,932,800
Change in fair value	(2,256,000)	(394,800)	(282,000)	(1,974,000)	(169,200)	507,600
Fair value of ending period	$ 6,542,400	$ 282,000	$ 676,800	$ 958,800	$ 6,880,800	$ 7,050,000	$ 282,000	$ 2,932,800