USHG Acquisition (HUGS) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-20
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	USHG Acquisition Corp.
Entity Central Index Key	0001836894
Entity Filer Category	Non-accelerated Filer
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	853 Broadway
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity File Number	001-40109
Entity Tax Identification Number	85-4281417
City Area Code	212
Local Phone Number	228-3585
Entity Shell Company	true
Entity Address, Postal Zip Code	10003
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HUGS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,934,500
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	HUGSU
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HUGSW
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 199,140	$ 386,462
Prepaid expenses	208,637	459,422
Total current assets	407,777	845,884
Marketable securities held in Trust Account	289,072,839	287,516,155
Other assets	0	73,219
Total Assets	289,480,616	288,435,258
Current liabilities:
Accounts payable	0	33,955
Note payable – related parties	500,000	0
Franchise tax payable	39,699	200,000
Accrued expenses	390,685	28,999
Total current liabilities	930,384	262,954
Deferred underwriting compensation	15,812,500	15,812,500
Derivative warrant liabilities	544,761	19,374,577
Deferred legal fees	809,359	1,311,703
Total liabilities	18,097,004	36,761,734
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 28,750,000 shares at $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively	288,653,262	287,500,000
Stockholders' deficit:
Preferred Stock Value
Additional paid-in capital	0	0
Accumulated deficit	(17,270,343)	(35,827,169)
Total stockholders' deficit	(17,269,650)	(35,826,476)
Total Liabilities and Stockholders' Deficit	289,480,616	288,435,258
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 28,750,000 shares at $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively	288,653,262	287,500,000
Stockholders' deficit:
Common Stock Value	0	0
Common Class B [Member]
Stockholders' deficit:
Common Stock Value	$ 693	$ 693

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Redemption Price Per Share	10.04	10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,934,500	6,934,500
Common stock, shares outstanding	6,934,500	6,934,500
Shares Subject to Possible Redemption [Member]
Temporary Equity, Shares Outstanding	28,750,000	28,750,000
Shares Subject to Possible Redemption [Member] | Common Class A [Member]
Temporary Equity, Shares Outstanding	28,750,000	28,750,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs	$ 293,883	$ 238,414	$ 1,462,092	$ 549,959
Franchise tax expenses	50,000	50,000	133,936	150,000
Loss from operations	(343,883)	(288,414)	(1,596,028)	(699,959)
Other Income (Expense):
Change in fair value of warrant liabilities	3,768,172	1,927,152	18,829,816	5,642,686
Legal fees paid by Counterparty	1,200,000	0	1,200,000	0
Interest on marketable securities in Trust Account	1,271,858	4,342	1,666,985	10,052
Offering costs allocated to derivative warrant liabilities	0	0	0	(757,984)
Income before income tax expense	5,896,147	1,643,080	20,100,773	4,194,795
Income tax expense	(319,777)	0	(390,685)	0
Net income	5,576,370	1,643,080	19,710,088	4,194,795
Class A Common Stock [Member]
Other Income (Expense):
Net income	$ 4,492,725	$ 1,323,783	$ 15,879,865	$ 3,207,768
Basic weighted average shares outstanding	28,750,000	28,750,000	28,750,000	22,536,630
Diluted weighted average shares outstanding	28,750,000	28,750,000	28,750,000	22,536,630
Basic net income per share	$ 0.16	$ 0.05	$ 0.55	$ 0.14
Diluted net income per share	$ 0.16	$ 0.05	$ 0.55	$ 0.14
Class B Common Stock [Member]
Other Income (Expense):
Net income	$ 1,083,645	$ 319,297	$ 3,830,223	$ 987,027
Basic weighted average shares outstanding	6,934,500	6,934,500	6,934,500	6,934,500
Diluted weighted average shares outstanding	6,934,500	6,934,500	6,934,500	6,934,500
Basic net income per share	$ 0.16	$ 0.05	$ 0.55	$ 0.14
Diluted net income per share	$ 0.16	$ 0.05	$ 0.55	$ 0.14

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Deficit - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class B [Member]	Common Class B [Member] Common Stock [Member]
Beginning balance at Dec. 31, 2020	$ 14,120	$ 23,427	$ (10,000)		$ 693
Beginning balance, in Shares at Dec. 31, 2020					6,934,500
Excess cash received over fair value of Private Placement Warrants	146,667	146,667	0
Accretion of Class A common stock to redemption value	(28,974,838)	(170,094)	(28,804,744)
Net income (loss)	3,766,309		3,766,309
Ending balance at Mar. 31, 2021	(25,047,742)	0	(25,048,435)		$ 693
Ending balance, Shares at Mar. 31, 2021					6,934,500
Beginning balance at Dec. 31, 2020	14,120	23,427	(10,000)		$ 693
Beginning balance, in Shares at Dec. 31, 2020					6,934,500
Net income (loss)	4,194,795			$ 987,027
Ending balance at Sep. 30, 2021	(24,661,416)	0	(24,662,109)		$ 693
Ending balance, Shares at Sep. 30, 2021					6,934,500
Beginning balance at Mar. 31, 2021	(25,047,742)	0	(25,048,435)		$ 693
Beginning balance, in Shares at Mar. 31, 2021					6,934,500
Accretion of Class A common stock to redemption value	(42,160)		(42,160)
Net income (loss)	(1,214,594)		(1,214,594)
Ending balance at Jun. 30, 2021	(26,304,496)	0	(26,305,189)		$ 693
Ending balance, Shares at Jun. 30, 2021					6,934,500
Net income (loss)	1,643,080		1,643,080	319,297
Ending balance at Sep. 30, 2021	(24,661,416)	0	(24,662,109)		$ 693
Ending balance, Shares at Sep. 30, 2021					6,934,500
Beginning balance at Dec. 31, 2021	(35,826,476)	0	(35,827,169)		$ 693
Beginning balance, in Shares at Dec. 31, 2021					6,934,500
Net income (loss)	5,718,592		5,718,592
Ending balance at Mar. 31, 2022	(30,107,884)	0	(30,108,577)		$ 693
Ending balance, Shares at Mar. 31, 2022					6,934,500
Beginning balance at Dec. 31, 2021	(35,826,476)	0	(35,827,169)		$ 693
Beginning balance, in Shares at Dec. 31, 2021					6,934,500
Net income (loss)	19,710,088			3,830,223
Ending balance at Sep. 30, 2022	(17,269,650)	0	(17,270,343)		$ 693
Ending balance, Shares at Sep. 30, 2022					6,934,500
Beginning balance at Mar. 31, 2022	(30,107,884)	0	(30,108,577)		$ 693
Beginning balance, in Shares at Mar. 31, 2022					6,934,500
Net income (loss)	8,415,126		8,415,126
Ending balance at Jun. 30, 2022	(21,692,758)	0	(21,693,451)		$ 693
Ending balance, Shares at Jun. 30, 2022					6,934,500
Accretion of Class A common stock to redemption value	(1,153,262)		(1,153,262)
Net income (loss)	5,576,370		5,576,370	$ 1,083,645
Ending balance at Sep. 30, 2022	$ (17,269,650)	$ 0	$ (17,270,343)		$ 693
Ending balance, Shares at Sep. 30, 2022					6,934,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities
Net income	$ 19,710,088	$ 4,194,795
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities in Trust Account	(1,666,985)	(10,052)
Offering costs allocated to derivative warrant liabilities	0	757,984
Change in fair value of warrant liabilities	(18,829,816)	(5,642,686)
Legal fees paid by Counterparty	(1,200,000)	0
Changes in operating assets and liabilities
Prepaid expenses	250,785	(469,504)
Other assets	73,219	(187,387)
Accounts payable	(33,955)	19,650
Deferred legal fees	697,656	0
Franchise tax payable	(160,301)	150,000
Accrued expenses	361,686	13,995
Net cash used in operating activities	(797,623)	(1,173,205)
Cash Flows from Investing Activities
Cash deposited in Trust Account	0	(287,500,000)
Trust Account withdrawal for Franchise Tax payments	110,301	0
Net cash provided by (used in) in investing activities	110,301	(287,500,000)
Cash Flows from Financing Activities
Proceeds from note payable and advances from related party	500,000	336,017
Repayment of note payable and advances from related party	0	(336,017)
Proceeds from issuance of Class A common stock and warrants	0	289,500,000
Payment of offering costs	0	(219,607)
Net cash provided by financing activities	500,000	289,280,393
Net change in cash	(187,322)	607,188
Cash - beginning of period	386,462	24,120
Cash - end of period	199,140	631,308
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued expenses	0	255,000
Deferred legal fees	0	613,708
Deferred underwriting compensation	$ 0	$ 15,812,500

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations USHG Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on December 4, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities (“Business Combination”). As of September 30, 2022, the Company had not yet commenced operations. All activities from December 4, 2020 (inception) through September 30, 2022 relate to the Company’s formation, Initial Public Offering (the “Initial Public Offering”), which is described below, and due diligence activities on potential targets. On March 1, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 1,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to USHG Investments, LLC (the “Sponsor”), generating gross proceeds to the Company of $2,000,000, which is described in Note 3. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to temporary equity upon completion of the Initial Public Offering. Following the closing of the Initial Public Offering on March 1, 2021, an amount of $287,500,000 ($10 per Unit) of the proceeds from the Initial Public Offering, including $15,812,500 of the underwriters’ deferred discount was placed in a trust account located in the United States at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the Initial Public Offering held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares of the Company properly tendered in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation, which was adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”) (i) to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial On November 8, 2021, the Company entered into an Investment Agreement and Plan of Merger (the “Investment Agreement”) with Panera Brands, Inc., a Delaware corporation (“Panera”), and Rye Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Panera (“Merger Sub”), pursuant to which the parties agreed that Merger Sub would merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Panera (the “Merger”). The Investment Agreement provided that either the Company or Panera could terminate the agreement if the Merger was not completed on or prior to June 8-K The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate 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) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering are held in the Trust Account with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share 4 Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, executive officers and directors will have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Considerations The Company has $199,140 in cash and a working capital deficit of $522,607 as of September 30, 2022. The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read 10-K 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $199,140 and $386,462 in cash and no cash equivalents, respectively. Derivative Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement s Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money-market funds that is primarily invested in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet s The Class A common stock subject to possible redemption reflected on the condensed balance sheet s Gross proceeds $ 287,500,000 Less: Class A common stock issuance costs (15,887,832 ) Fair value of Public Warrants at issuance (13,129,167 ) Plus: Accretion of carrying value to redemption value 29,016,999 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at March 31, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at June 30, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value 1,153,262 Class A common stock subject to possible redemption at September 30, 2022 $ 288,653,262 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2022 and September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022 and December 31, 2021 the carrying values of cash, accounts payable, franchise tax payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in a money market fund that is primarily invested in Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the closing of the Company’s Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were charged against temporary equity. Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, because the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination subject to adjustment. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A common stock is calculated by dividing the pro rata allocation of net income to shares of Class A common stock for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per share basic and diluted for Class B common stock is calculated by dividing the pro rata allocation of net income to shares of Class B common stock for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, by the weighted average number of Class B common stock outstanding for the period. For The Three For The Three For The Nine For The Nine Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 4,492,725 $ 1,323,783 $ 15,879,865 $ 3,207,768 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock 28,750,000 28,750,000 28,750,000 22,536,630 Basic and diluted net income per share of Class A common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14 Non-Redeemable Numerator: Net income allocable to non-redeemable $ 1,083,645 $ 319,297 $ 3,830,223 $ 987,027 Denominator: Weighted Average Non-Redeemable 6,934,500 6,934,500 6,934,500 6,934,500 Basic and diluted net income per share of Class B common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 start-up and nine non-deductible In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company also considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance. For the three and nine The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. No amounts were accrued for the payment of 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 is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering and Pri

Initial Public Offering and Private Placement	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering and Private Placement	Note 3—Initial Public Offering and Private Placement Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-third Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 1,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor has agreed not to transfer, assign, or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 29, 2020, the Sponsor paid an aggregate of $24,120 in exchange for the issuance of 6,934,500 shares of Class B common stock (the “Founder Shares”). In January 2021, the Sponsor made a charitable contribution of 115,000 of the Founder Shares to Share Our Strength, a 501(c)(3) nonprofit organization. On March 1, 2021, the underwriters exercised the over-allotment option in full to purchase 904,500 Founder Shares. The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends and similar transactions) for any 20 trading days within any 30-trading 30-trading Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had $500,000 and no borrowings outstanding under the Working Capital Loans, respectively. On March 29, 2022, the Company entered into a note agreement with related parties for a principal amount of $500,000, payable upon consummation of its initial Business Combination. No interest shall accrue on the outstanding principal. If the initial Business Combination is not consummated, the note will not be repaid, and all outstanding balance will be forgiven. Upon consummation of a Business Combination, each payee shall have the option, but not the obligation, to convert the principal balance of the note, in whole or in part, into warrants at a price of $1.50 per warrant, with the warrants being identical to the Private Placement Warrants. As of September 30, 2022, there was $500,000 outstanding under the note. Administrative Services Agreement The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company paid $30,000 and $90,000 for the services provided through the Administrative Services Agreement, respectively. For the three and nine months ended September 30, 2021, the Company paid $40,000 for the services provided through the Administrative Services Agreement. There were no outstanding administrative services payable as of September 30, 2022 and December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration and Stockholder Rights 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) are entitled to registration rights pursuant to a registration rights agreement entered into prior to the closing of the Initial Public Offering. The holders of these securities may at any time, and from time to time, request in writing that the Company register the resale of any or all of these securities on Form S-3 Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 3,750,000 additional units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full and purchased an additional 3,750,000 units at closing of the Initial Public Offering. As of September 30, 2022 and December 31, 2021, the Company incurred $15,812,500 in deferred underwriting costs, all of which was recorded as a reduction to temporary stockholders’ equity or deficit , which were allocated between the common stock and Public Warrants sold in connection with the Initial Public Offering. Deferred legal fees The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay their fees upon the consummation of the initial Business Combination. As of September 30, 2022, the Company recorded $809,359 in connection with such agreements in the accompanying unaudited condensed balance sheet, all of which will be paid upon the consummation of the Business Combination. $635,302 of these fees relate to deferred fees incurred after the Company’s Initial Public Offering, and the $174,057 of fees relate to the Merger. JAB Holding Company (the “Counterparty”) agreed to pay up to $1,200,000 on the Company’s behalf for legal fees related to the Merger, and the Counterparty paid a total of $1,200,000 of such Independent Financial Advisory Services Piper Sandler & Co. is acting as the Company’s independent financial advisor as defined under Financial Industry Regulatory Authority Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the proposed Merger with Panera. The Company agreed to pay Piper Sandler & Co. a financial advisory fee of $3,000,000 if the Company consummated the Merger with Panera by May 5, 2022 or one year following the termination of the agreement with Piper Sandler & Co. The Company is no longer liable to pay Piper Sandler & Co. the $3,000,000 financial advisory fee as the Merger was not completed by May 5, 2022 and the Investment Agreement was terminated on July 1, 2022.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2022
Warrants and Rights Note Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6—Derivative Warrant Liabilities The Company accounted for the 10,916,667 Warrants issued in connection with the Initial Public Offering (the 9,583,333 of Public Warrants and the 1,333,333 of Private Placement Warrants) in accordance with the guidance contained in ASC 815- re-measurement C Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. There were 3,750,000 P W 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 shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Private Placement Warrants . Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders. The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. As of September 30, 2022 and December 31, 2021, 6,934,500 shares of Class The shares of Class B common stock will automatically convert into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares, including the Discretionary Allocation Shares, will equal, in the aggregate, on an as-converted

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company’s investments held in the Trust Account is investments in money market funds that invest in U.S. government securities. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement s The following table presents the estimated fair values of investments held in the Trust Account as of September 30, 2022: Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 1 $ 289,072,839 The following table presents the estimated fair values of investments held in the Trust Account as of December 31, 2021: Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 1 $ 287,516,155 The Warrants are accounted for as liabilities pursuant to ASC 815-40 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2022: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 478,208 $ — $ — $ 478,208 Private Placement Warrants — — 66,553 66,553 Total warrant liabilities $ 478,208 $ — $ 66,553 $ 544,761 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 15,909,292 $ — $ — $ 15,909,292 Private Placement Warrants — — 3,465,285 3,465,285 Total warrant liabilities $ 15,909,292 $ — $ 3,465,285 $ 19,374,577 The Private Placement Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the volatility rate. The volatility applied was 3.80% based on implied volatilities from selected publicly traded warrants. Beginning on April 19, 2021, the Public Warrants began trading under the ticker HUGSW. After this date, Public Warrant values per share were based on the observed trading prices of the Public Warrants. Accordingly, the observable input qualifies the liability for treatment as a Level 1 liability. As of September 30, 2022, the Company valued the Public Warrants at their public trading price and classified the Public Warrants as Level 1. There were no transfers between levels during the three and nine month periods ended September 30, 2022. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, As of December 31, Exercise price $ 11.50 $ 11.50 Initial Public Offering price $ 10.00 $ 10.00 Underlying asset price (per share) $ 9.85 $ 10.37 Volatility 2.00 % 32.25 % Time to Maturity (Years) 5.42 5.50 Risk-free rate 4.04 % 1.31 % Dividend yield 0.00 % 0.00 % The following tables present a summary of the changes in the fair value of the Warrants: Public Warrant Private Warrant Total Fair value, January 1, 2022 $ 15,909,292 $ 3,465,285 $ 19,374,577 Recognized gain on change in fair value (15,431,084 ) (3,398,732 ) (18,829,816 ) Fair value, September 30, 2022 $ 478,208 $ 66,553 $ 544,761 Public Warrant Private Warrant Total Fair value, January 1, 2021 $ — $ — $ — Initial value on March 1, 2021 (Initial Public Offering date) 13,129,167 1,853,333 14,982,500 Recognized gain on change in fair value (4,935,417 ) (707,269 ) (5,642,686 ) Fair value, September 30, 2021 $ 8,193,750 $ 1,146,064 $ 9,339,814

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the condensed balance sheet date but before the date the unaudited condensed financial statements are issued. The Company evaluated subsequent events that occurred after the condensed balance sheet date up to the date the unaudited condensed financial statements were issued and the Company has concluded that there are no events that would require adjustment or disclosure in the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read 10-K
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $199,140 and $386,462 in cash and no cash equivalents, respectively.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement s
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money-market funds that is primarily invested in U.S. Treasury securities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet s The Class A common stock subject to possible redemption reflected on the condensed balance sheet s Gross proceeds $ 287,500,000 Less: Class A common stock issuance costs (15,887,832 ) Fair value of Public Warrants at issuance (13,129,167 ) Plus: Accretion of carrying value to redemption value 29,016,999 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at March 31, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at June 30, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value 1,153,262 Class A common stock subject to possible redemption at September 30, 2022 $ 288,653,262
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2022 and September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022 and December 31, 2021 the carrying values of cash, accounts payable, franchise tax payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in a money market fund that is primarily invested in
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the closing of the Company’s Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were charged against temporary equity.
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, because the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination subject to adjustment. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A common stock is calculated by dividing the pro rata allocation of net income to shares of Class A common stock for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per share basic and diluted for Class B common stock is calculated by dividing the pro rata allocation of net income to shares of Class B common stock for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, by the weighted average number of Class B common stock outstanding for the period. For The Three For The Three For The Nine For The Nine Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 4,492,725 $ 1,323,783 $ 15,879,865 $ 3,207,768 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock 28,750,000 28,750,000 28,750,000 22,536,630 Basic and diluted net income per share of Class A common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14 Non-Redeemable Numerator: Net income allocable to non-redeemable $ 1,083,645 $ 319,297 $ 3,830,223 $ 987,027 Denominator: Weighted Average Non-Redeemable 6,934,500 6,934,500 6,934,500 6,934,500 Basic and diluted net income per share of Class B common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 start-up and nine non-deductible In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company also considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance. For the three and nine The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. No amounts were accrued for the payment of 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 is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
Summary of Class A common stock subject to possible redemption	The Class A common stock subject to possible redemption reflected on the condensed balance sheet s Gross proceeds $ 287,500,000 Less: Class A common stock issuance costs (15,887,832 ) Fair value of Public Warrants at issuance (13,129,167 ) Plus: Accretion of carrying value to redemption value 29,016,999 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at March 31, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption at June 30, 2022 $ 287,500,000 Remeasurement of carrying value to redemption value 1,153,262 Class A common stock subject to possible redemption at September 30, 2022 $ 288,653,262
Schedule of Earnings Per Share, Basic and Diluted	For The Three For The Three For The Nine For The Nine Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 4,492,725 $ 1,323,783 $ 15,879,865 $ 3,207,768 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock 28,750,000 28,750,000 28,750,000 22,536,630 Basic and diluted net income per share of Class A common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14 Non-Redeemable Numerator: Net income allocable to non-redeemable $ 1,083,645 $ 319,297 $ 3,830,223 $ 987,027 Denominator: Weighted Average Non-Redeemable 6,934,500 6,934,500 6,934,500 6,934,500 Basic and diluted net income per share of Class B common stock $ 0.16 $ 0.05 $ 0.55 $ 0.14

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	The following table presents the estimated fair values of investments held in the Trust Account as of September 30, 2022: Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 1 $ 289,072,839 The following table presents the estimated fair values of investments held in the Trust Account as of December 31, 2021: Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 1 $ 287,516,155
Fair Value, Liabilities Measured on Recurring Basis	The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2022: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 478,208 $ — $ — $ 478,208 Private Placement Warrants — — 66,553 66,553 Total warrant liabilities $ 478,208 $ — $ 66,553 $ 544,761 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 15,909,292 $ — $ — $ 15,909,292 Private Placement Warrants — — 3,465,285 3,465,285 Total warrant liabilities $ 15,909,292 $ — $ 3,465,285 $ 19,374,577
Fair Value Measurement Inputs and Valuation Techniques	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, As of December 31, Exercise price $ 11.50 $ 11.50 Initial Public Offering price $ 10.00 $ 10.00 Underlying asset price (per share) $ 9.85 $ 10.37 Volatility 2.00 % 32.25 % Time to Maturity (Years) 5.42 5.50 Risk-free rate 4.04 % 1.31 % Dividend yield 0.00 % 0.00 %
Schedule Of Changes In The Fair Value Of Warrant Liabilities	The following tables present a summary of the changes in the fair value of the Warrants: Public Warrant Private Warrant Total Fair value, January 1, 2022 $ 15,909,292 $ 3,465,285 $ 19,374,577 Recognized gain on change in fair value (15,431,084 ) (3,398,732 ) (18,829,816 ) Fair value, September 30, 2022 $ 478,208 $ 66,553 $ 544,761 Public Warrant Private Warrant Total Fair value, January 1, 2021 $ — $ — $ — Initial value on March 1, 2021 (Initial Public Offering date) 13,129,167 1,853,333 14,982,500 Recognized gain on change in fair value (4,935,417 ) (707,269 ) (5,642,686 ) Fair value, September 30, 2021 $ 8,193,750 $ 1,146,064 $ 9,339,814

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2022	Dec. 31, 2021
Entity Incorporation, Date of Incorporation		Dec. 04, 2020
Deferred underwriting fees	$ 15,812,500
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination		100%
Lock In Period For Redemption Of Public Shares After Closing Of IPO		24 months
Share Price		$ 10
Percentage of Redeeming Shares of Public Shares Without the Company's Prior Written Consent		15%
Dissolution Expense		$ 100,000
Cash		$ 199,140	$ 386,462
Period within which business combination shall be consummated from the consummation of initial public offer		24 months
Net working capital		$ 522,607
Minimum [Member]
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination		80%
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account		100%
Net Tangible Assets Required For Consummation Of Business Combination		$ 5,000,001
Maximum [Member] | US Treasury and Government [Member]
Investment Company Act having a maturity term		185 days
Private Placement Warrants [Member] | Sponsor [Member]
Proceeds From Issuance Of Warrants		$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.5
IPO [Member] | Common Class A [Member]
Stock Issued During Period Shares	28,750,000	28,750,000
Shares Issued Price Per Share	$ 10	$ 10
Proceeds From Issuance Of IPO	$ 287,500,000
Over-Allotment Option [Member]
Stock Issued During Period Shares		3,750,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock Issued During Period Shares	3,750,000	3,750,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Class A common stock subject to possible redemption (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds				$ 287,500,000
Class A common stock issuance costs				(15,887,832)
Fair value of Public Warrants at issuance				(13,129,167)
Accretion of carrying value to redemption value	$ 1,153,262	$ 0	$ 0	29,016,999
Class A common stock subject to possible redemption	$ 288,653,262	$ 287,500,000	$ 287,500,000	$ 287,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Income (Loss) Attributable to Parent [Abstract]
Net Inocme (Loss)	$ 5,576,370	$ 8,415,126	$ 5,718,592	$ 1,643,080	$ (1,214,594)	$ 3,766,309	$ 19,710,088	$ 4,194,795
Common Class A [Member]
Net Income (Loss) Attributable to Parent [Abstract]
Net Inocme (Loss)	$ 4,492,725			$ 1,323,783			$ 15,879,865	$ 3,207,768
Weighted Average Number of Shares Outstanding, Basic	28,750,000			28,750,000			28,750,000	22,536,630
Weighted Average Number of Shares Outstanding, Diluted	28,750,000			28,750,000			28,750,000	22,536,630
Earnings Per Share, Basic	$ 0.16			$ 0.05			$ 0.55	$ 0.14
Earnings Per Share, Diluted	$ 0.16			$ 0.05			$ 0.55	$ 0.14
Common Class B [Member]
Net Income (Loss) Attributable to Parent [Abstract]
Net Inocme (Loss)	$ 1,083,645			$ 319,297			$ 3,830,223	$ 987,027
Weighted Average Number of Shares Outstanding, Basic	6,934,500			6,934,500			6,934,500	6,934,500
Weighted Average Number of Shares Outstanding, Diluted	6,934,500			6,934,500			6,934,500	6,934,500
Earnings Per Share, Basic	$ 0.16			$ 0.05			$ 0.55	$ 0.14
Earnings Per Share, Diluted	$ 0.16			$ 0.05			$ 0.55	$ 0.14

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Unrecognized Tax Benefits	$ 0	$ 0	$ 0	$ 0	$ 0
Accrued for Interest and Penalties	0	0	0	0	0
FDIC Insured Amount	250,000	250,000	250,000	250,000
Cash	199,140		199,140		386,462
Cash Equivalents	0		0		0
Deferred Tax Assets, Valuation Allowance	319,777			0
Income Tax Expense (Benefit)	$ 319,777	$ 0	$ 390,685	$ 0
Effective Income Tax Rate Reconciliation, Percent	1.59%			0%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	0%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent			21%
US Federal Authority [Member]
Operating Loss Carryforwards	$ 319,777		$ 319,777		265,962
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	$ 319,777		$ 319,777		$ 265,962

Initial Public Offering and P_2

Initial Public Offering and Private Placement - Additional Information (Detail) - USD ($)		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2022
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.5
Sponsor [Member]
Class of Stock [Line Items]
Share Transfer Restriction Number Of Days From The Date Of Business Combination		30 days
Private Placement Warrants [Member] | Sponsor [Member]
Class of Stock [Line Items]
Proceeds From Issuance Of Warrants		$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.5
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares		3,750,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Conversion Basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.5
Common Class A [Member] | IPO [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	28,750,000	28,750,000
Shares Issued Price Per Share	$ 10	$ 10
Common Class A [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	3,750,000	3,750,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended		9 Months Ended
	Mar. 01, 2021	Dec. 29, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 29, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Share Price			$ 10		$ 10
Administrative Servivce Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expense			$ 30,000	$ 40,000	$ 90,000	$ 40,000
Related Party Agreement [Member]
Related Party Transaction [Line Items]
Due to Related Parties			500,000		500,000
Debt instrument face amount							$ 500,000
Note Agreement [Member]
Related Party Transaction [Line Items]
Debt Instrument Conversion Price							$ 1.5
Administrative Services [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current			$ 0		$ 0			$ 0
Founder shares [Member]
Related Party Transaction [Line Items]
Lock In Period For Share Transfer After Closing Of Business Combination					1 year
Share Price			$ 12		$ 12
Share Transfer Restriction Threshold Consecutive Trading Days					20 days
Share Transfer Restriction Threshold Trading Days					30 days
Share Transfer Restriction Number Of Days From The Date Of Business Combination					150 days
Founder shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	904,500
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Transferred During Period Shares For Charity					115,000
Sponsor [Member] | Founder shares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 24,120
Stock Issued During Period, Shares, Issued for Services		6,934,500
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount					$ 2,000,000
Debt Instrument Conversion Price			$ 1.5		$ 1.5
Due to Related Parties			$ 500,000		$ 500,000			$ 0

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees	$ 809,359	$ 809,359		$ 1,311,703
Deferred legal fees relating to initial public offering	635,302	635,302
Deferred legal fees relating to merger	174,057	174,057
JAB Holdings Company [Member]
Subsidiary, Sale of Stock [Line Items]
Amount agreed to pay for legal fees related tO the merger by Counterparty	1,200,000	1,200,000
Legal fees reimbursement by merger counterparty	1,200,000
Piper Sandlerand Co [Member]
Subsidiary, Sale of Stock [Line Items]
Commitment to pay financial advisory fee	3,000,000	3,000,000	$ 3,000,000
Other Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting costs	15,812,500	$ 15,812,500		$ 15,812,500
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Repurchased During Period, Shares		3,750,000
Deferred legal fees	$ 809,359	$ 809,359
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period Shares		3,750,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Warrants and Rights Outstanding, Term	5 years
Share Price	$ 10
IPO [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	10,916,667
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 9.2
Share Redemption Trigger Price	$ 9.2
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60%
Class Of Warrant Or Right Minimum Notice Period For Redemption	20 days
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Redemption Trigger Price	$ 18
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	115%
Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10
Share Redemption Trigger Price	$ 10
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	180%
Common Class A [Member]
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	30 days
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 18
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	3,750,000	3,750,000
Class Of Warrant Or Right Redemption Threshold Consecutive Trading Days	30 days
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	12 months
Public Warrants [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	9,583,333
Public Warrants [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Redeemable Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.01
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 18
Number Of Consecutive Trading Days For Determining Share Price	20 days
Number Of Trading Days For Determining The Share Price	30 days
Redeemable Warrants [Member] | Common Class A [Member] | Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.1
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 10
Number Of Trading Days Prior To Notice Of Redemption Of Warrants Holders	10 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	1,333,333	1,333,333
Private Placement Warrants [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	1,333,333

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares		9 Months Ended
	Dec. 29, 2020	Sep. 30, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred Stock, Shares issued		0	0
Preferred Stock, Shares Outstanding		0	0
Shares Subject to Possible Redemption [Member]
Temporary Equity, Shares Outstanding		28,750,000	28,750,000
Common Class A [Member]
Percentage Of Common Stock Outstanding After Conversion		20%
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		200,000,000	200,000,000
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0
Stockholders' Equity Note, Stock Split		one vote
Common Class A [Member] | Shares Subject to Possible Redemption [Member]
Temporary Equity, Shares Outstanding		28,750,000	28,750,000
Common Class B [Member]
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		20,000,000	20,000,000
Common stock, shares issued		6,934,500	6,934,500
Common stock, shares outstanding		6,934,500	6,934,500
Stock Issued During Period Shares	6,934,500
Common Class B [Member] | Sponsor [Member]
Stock Issued During Period, Shares, Issued for Services		115,000
Discretionary Allocation Shares [Member] | Maximum [Member]
Stock Issued During Period Shares		253,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Asset Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member] | U.S. Treasury Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	$ 289,072,839	$ 287,516,155

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Hierarchy for Liabilities Measured at Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 544,761	$ 19,374,577
Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	478,208	15,909,292
Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0	0
Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	66,553	3,465,285
Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	478,208	15,909,292
Public Warrants [Member] | Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	478,208	15,909,292
Public Warrants [Member] | Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0	0
Public Warrants [Member] | Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0	0
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	66,553	3,465,285
Private Placement Warrants [Member] | Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0	0
Private Placement Warrants [Member] | Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0	0
Private Placement Warrants [Member] | Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 66,553	$ 3,465,285

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Warrants and Rights Outstanding, Term	5 years
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5	$ 11.5
IPO price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share	10	10
Underlying asset price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Option, Exercise Price, Increase	$ 9.85	$ 10.37
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2	32.25
Time to Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years 5 months 1 day	5 years 6 months
Risk Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.04	1.31
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Recognized gain on change in fair value	$ 3,768,172	$ 1,927,152	$ 18,829,816	$ 5,642,686
Public Warrants Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance			15,909,292	0
Initial value on March 1, 2021 (Initial Public Offering date)				13,129,167
Recognized gain on change in fair value			(15,431,084)	(4,935,417)
Fair Value,Ending balance	478,208	8,193,750	478,208	8,193,750
Private Placement Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance			3,465,285	0
Initial value on March 1, 2021 (Initial Public Offering date)				1,853,333
Recognized gain on change in fair value			(3,398,732)	(707,269)
Fair Value,Ending balance	66,553	1,146,064	66,553	1,146,064
Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance			19,374,577	0
Initial value on March 1, 2021 (Initial Public Offering date)				14,982,500
Recognized gain on change in fair value			(18,829,816)	(5,642,686)
Fair Value,Ending balance	$ 544,761	$ 9,339,814	$ 544,761	$ 9,339,814

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Sep. 30, 2022
Private Placement Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.8