G Squared Ascend I (GSQD) 10-Q 18 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 15, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-39981
Entity Registrant Name	G SQUARED ASCEND I INC.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1578016
Entity Address, Address Line One	205 N. Michigan Avenue, Suite 3770
Entity Address, City or Town	Chicago
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	552-7160
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Class of Warrant or Right, Outstanding		13,653,589
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001837207
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	GSQD.U
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		1,731,891
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	GSQD
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		32,768,109
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		8,625,000
Redeemable warrants included as part of the units
Document and Entity Information
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	GSQD.W
Security Exchange Name	NYSE

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 3,999	$ 26,468
Prepaid expenses	318,434	927,496
Total current assets	322,433	953,964
Investments held in Trust Account	347,280,493	345,041,529
Total Assets	347,602,926	345,995,493
Current liabilities:
Accounts payable	1,959,068	1,494,979
Accrued expenses	20,100	93,905
Due to related party	679,639	160,077
Total current liabilities	2,658,807	1,748,961
Deferred underwriting commissions	12,075,000	12,075,000
Derivative liabilities	1,065,104	12,551,740
Total liabilities	15,798,911	26,375,701
Commitments and Contingencies
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding as of September 30, 2022 and December 31, 2021
Accumulated deficit	(15,377,341)	(25,381,071)
Total shareholders' deficit	(15,376,478)	(25,380,208)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	347,602,926	345,995,493
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of approximately $10.06 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively	347,180,493	345,000,000
Class A Common Stock Not Subject to Redemption
Shareholders' Deficit:
Common stock	0	0
Class B ordinary shares
Shareholders' Deficit:
Common stock	$ 863	$ 863

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	350,000,000	350,000,000
Class A Common Stock Subject to Redemption
Share subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Share subject to possible redemption (in shares)	34,500,000	34,500,000
Redemption price (per share)	$ 10.06	$ 10
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expenses	$ 328,606	$ 547,088	$ 1,451,377	$ 1,430,902
General and administrative expenses - related party	30,000	30,000	90,000	80,000
Loss from operations	(358,606)	(577,088)	(1,541,377)	(1,510,902)
Other income (expenses):
Change in fair value of derivative liabilities	952,505	2,818,170	11,486,636	1,920,640
Offering costs associated with derivative liabilities				(462,850)
Loss on Forward Purchase Agreement				(1,448,910)
Gain on conversion of working capital loan				243,440
Interest income from investments held in Trust Account	1,686,230	4,955	2,238,964	36,719
Total other income (expenses)	2,638,735	2,823,125	13,725,600	289,039
Net income (loss)	$ 2,280,129	$ 2,246,037	$ 12,184,223	$ (1,221,863)
Class A ordinary shares
Other income (expenses):
Weighted average shares outstanding, basic	34,500,000	34,500,000	34,500,000	29,571,429
Weighted average shares outstanding, diluted	34,500,000	34,500,000	34,500,000	29,571,429
Basic net income (loss) per share, ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Diluted net income (loss) per share, ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Class B ordinary shares
Other income (expenses):
Weighted average shares outstanding, basic	8,625,000	8,625,000	8,625,000	8,464,286
Weighted average shares outstanding, diluted	8,625,000	8,625,000	8,625,000	8,464,286
Basic net income (loss) per share, ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Diluted net income (loss) per share, ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)

UNAUDITED CONDENSED CONSOLIDA_4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A ordinary shares Common Stock	Class B ordinary shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0	$ 863	$ 24,137	$ (7,830)	$ 17,170
Balance at the beginning (in shares) at Dec. 31, 2020	0	8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Excess cash received over the fair value of the private placement warrants			2,196,000		2,196,000
Accretion of Class A ordinary shares subject to possible redemption amount			(2,220,137)	(24,849,171)	(27,069,308)
Net income (loss)				774,361	774,361
Balance at the end at Mar. 31, 2021		$ 863		(24,082,640)	(24,081,777)
Balance at the end (in shares) at Mar. 31, 2021		8,625,000
Balance at the beginning at Dec. 31, 2020	$ 0	$ 863	$ 24,137	(7,830)	17,170
Balance at the beginning (in shares) at Dec. 31, 2020	0	8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)					(1,221,863)
Balance at the end at Sep. 30, 2021		$ 863		(26,078,864)	(26,078,001)
Balance at the end (in shares) at Sep. 30, 2021		8,625,000
Balance at the beginning at Mar. 31, 2021		$ 863		(24,082,640)	(24,081,777)
Balance at the beginning (in shares) at Mar. 31, 2021		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)				(4,242,261)	(4,242,261)
Balance at the end at Jun. 30, 2021		$ 863		(28,324,901)	(28,324,038)
Balance at the end (in shares) at Jun. 30, 2021		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)				2,246,037	2,246,037
Balance at the end at Sep. 30, 2021		$ 863		(26,078,864)	(26,078,001)
Balance at the end (in shares) at Sep. 30, 2021		8,625,000
Balance at the beginning at Dec. 31, 2021		$ 863		(25,381,071)	(25,380,208)
Balance at the beginning (in shares) at Dec. 31, 2021		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)				6,669,495	6,669,495
Balance at the end at Mar. 31, 2022		$ 863		(18,711,576)	(18,710,713)
Balance at the end (in shares) at Mar. 31, 2022		8,625,000
Balance at the beginning at Dec. 31, 2021		$ 863		(25,381,071)	(25,380,208)
Balance at the beginning (in shares) at Dec. 31, 2021		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)					12,184,223
Balance at the end at Sep. 30, 2022		$ 863		(15,377,341)	(15,376,478)
Balance at the end (in shares) at Sep. 30, 2022		8,625,000
Balance at the beginning at Mar. 31, 2022		$ 863		(18,711,576)	(18,710,713)
Balance at the beginning (in shares) at Mar. 31, 2022		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Increase in redemption value of Class A ordinary shares subject to possible redemption				(494,264)	(494,264)
Net income (loss)				3,234,599	3,234,599
Balance at the end at Jun. 30, 2022		$ 863		(15,971,241)	(15,970,378)
Balance at the end (in shares) at Jun. 30, 2022		8,625,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Increase in redemption value of Class A ordinary shares subject to possible redemption				(1,686,229)	(1,686,229)
Net income (loss)				2,280,129	2,280,129
Balance at the end at Sep. 30, 2022		$ 863		$ (15,377,341)	$ (15,376,478)
Balance at the end (in shares) at Sep. 30, 2022		8,625,000

UNAUDITED CONDENSED CONSOLIDA_5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 12,184,223	$ (1,221,863)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note		5,704
Change in fair value of derivative liabilities	(11,486,636)	(471,730)
Offering costs associated with derivative warrant liabilities		462,850
Gain on conversion of working capital loan		(243,440)
Interest income from investments held in Trust Account	(2,238,964)	(36,719)
Changes in operating assets and liabilities:
Prepaid expenses	609,062	(1,140,934)
Accounts payable	464,089	79,701
Due to related party - Sponsor	519,562
Accrued expenses	(73,805)	45,163
Net cash used in operating activities	(22,469)	(2,521,268)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)
Cash Flows from Financing Activities:
Proceeds received note payable from related party		1,500,000
Repayment of note payable to related party		(173,255)
Proceeds received from initial public offering		345,000,000
Proceeds received from private placement		9,150,000
Offering costs paid		(7,375,733)
Net cash provided by financing activities		348,101,012
Net change in cash	(22,469)	579,744
Cash - beginning of the period	26,468	0	$ 0
Cash - end of the period	$ 3,999	579,744	$ 26,468
Supplemental disclosure of non-cash financing activities:
Offering costs paid by related party under promissory note		125,246
Accounts payable paid by related party under promissory note		42,306
Deferred underwriting commissions		12,075,000
Conversion of working capital loan to deferred warrant liabilities at fair value		$ 1,256,560

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations G Squared Ascend I Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 26, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from October 26, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is G Squared Ascend Management I, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.8 million, of which approximately $12.1 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,100,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions) 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 outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders 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 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 including consideration of the forward purchase agreement discussed in Note 4, upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each of the Public Shareholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were Public Shareholders on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that any of the Public Shareholders, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of 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 ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers, and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow 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 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months, or February 9, 2023 (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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders 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 Shareholders should acquire Public Shares in or 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 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor 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 (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Proposed Business Combination and Termination Agreement On September 20, 2021, the Company, Horizon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Target”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Target (“Holdings”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) on the Closing Date (as defined below) but prior to the Initial Merger (as defined below), the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”), (B) on the Closing Date immediately following the Domestication, the Company will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and (c) on the Closing Date, following the Initial Merger, Merger Sub will merge with and into the Target (the “Acquisition Merger”, and together with the Initial Merger, the “Mergers”), with the Target surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation (the Target, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Corporation”). The Mergers, together with the other transactions related thereto, are referred to herein as the “Proposed Transactions.” On June 8, 2022, the Company entered into an amendment to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment amends the Business Combination Agreement to, among other things, (a) extend the Outside Date (as defined in the Business Combination Agreement) to November 3, 2022; (b) increase the dollar threshold in Section 8.02(f) of the Business Combination Agreement to $200 million; (c) permit the Company to enter into preliminary discussions to issue Equity Securities (as defined in the Business Combination Agreement) of the Company to one or more third parties as consideration in an acquisition by the Company of one or more third parties that would otherwise be subject to Section 6.01(b)(vii) of the Business Combination Agreement; (d) provide that neither the aggregate of up to $50 million in principal amount of subordinated convertible promissory notes of the Company (“Notes”) nor any Equity Securities of the Company or any of its Subsidiaries issued or issuable upon conversion or exchange of the Notes or any other Equity Securities that may be issued under the Amended and Restated Subordinated Convertible Promissory Note Purchase Agreement between the Company and an affiliate of the Sponsor will be included in the calculation of the Exchange Ratio (as defined in the Business Combination Agreement); and (e) amend specified defined terms included in the Business Combination Agreement. On October 11, 2022 (the “Termination Date”), the Company and Transfix entered into a Termination Agreement (the “Termination Agreement”), which among other things provides for the mutual termination of the Business Combination Agreement (as amended by the BCA Amendment) pursuant to Section 9.01(a) of the Business Combination Agreement. No termination fee or other payment is due to any party to the Business Combination Agreement from any of the other parties as a result of the termination. Refer to the Form 8-K, as filed with the Securities and Exchange Commission on September 21, 2021, June 13, 2022, and October 11, 2022 for additional information. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $4,000 in its operating bank accounts, which is not sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs through September 30, 2022 were satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), and loan of approximately $173,000 under the Note (as defined in Note 4). The Company repaid the Note in full on February 12, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. On March 1, 2021, the Sponsor agreed to loan the Company up to $1.5 million to cover expenses pursuant to an unsecured promissory note (the “Sponsor Note”). This loan is non-interest bearing and payable on the earlier of September 1, 2021 or the completion of the initial Business Combination. On March 9, 2021, the Sponsor Note was converted into a Working Capital Loan Warrants (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 9, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, as of September 30, 2022, the Company does not have sufficient liquidity to fund the working capital needs of the Company through the earlier of the consummation of a Business Combination or one year from the issuance of these unaudited condensed consolidated financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 9, 2023. ​

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual consolidated financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 13, 2022. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 shareholder 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the unaudited accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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, deferred offering costs, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values primarily due to the short-term nature of the instruments. Derivatives The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering, Private Placement Warrants and Working Capital Loan Warrants have been estimated using Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021 is based upon the publicly traded value. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Forward Purchase Agreement between the Company and the Sponsor, providing for the Sponsor or an affiliate of the Sponsor to purchase up to 10,000,000 Class A ordinary shares and 2,000,000 redeemable warrants (each, a “Forward Purchase Warrant” and collectively, the “Forward Purchase Warrants”), for an aggregate purchase price of  $100,000,000, in each case, for $10.00 per one Class A ordinary share and one Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes” (“ASC 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021 or over the next twelve months. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Although the consummation of a business combination is uncertain, this presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 34,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per ordinary share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,824,103 ​ $ 456,026 ​ $ 1,796,830 ​ $ 449,207 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 9,747,378 ​ $ 2,436,845 ​ $ (949,955) ​ $ (271,908) Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income (loss) per ordinary share ​ $ 0.28 ​ $ 0.28 ​ $ (0.03) ​ $ (0.03) ​ Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering.
Initial Public Offering	Note 3 — Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.8 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On December 2, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 4, 2021, the Company effected a share sub-division of 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. Up to an aggregate of 1,125,000 Founder Shares were subject to forfeiture to the extent that the option to purchase additional Units was not exercised in full by the underwriters or was reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 9, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,100,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 2, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Initial Note”). The Initial Note was non-interest bearing, unsecured and due on the closing of the Initial Public Offering. The Company had borrowed approximately $173,000 under the Initial Note and repaid it in full on February 12, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 $1.5 million of such Working Capital Loans may be convertible into warrants (“Working Capital Loan 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 1, 2021, the Sponsor agreed to loan the Company up to $1.5 million to cover expenses pursuant to an unsecured promissory note (the “Sponsor Note”). This loan is non-interest bearing and payable on the completion of the Initial Business Combination. On March 9, 2021, the Sponsor Note was converted into 1,000,000 Working Capital Loan Warrants. These warrants have the same rights and restriction as that of the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no outstanding balance under the working capital loans. The Company does not have access to any additional Working Capital Loans that can be converted into warrants. On January 20, 2022, the Sponsor agreed to loan the Company up to $1,000,000 pursuant to a promissory note (the “New Note”). The New Note is non-interest bearing, unsecured and due on the closing of the initial business combination or February 9, 2023. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred approximately $30,000 and $30,000 in general and administrative expenses in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021, respectively. The Company incurred approximately $90,000 and $80,000 in general and administrative expenses in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had accrued approximately $30,000 and $20,000, respectively, for services in connection with such agreement on the accompanying condensed consolidated balance sheets included in due to related party. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. Due to Related Party As of September 30, 2022 and December 31, 2021, an affiliate of the Company paid approximately $680,000 and $160,000, respectively, of expenses on behalf of the company which is included in due to related party in the accompanying condensed consolidated balance sheets. Forward Purchase Agreement The Sponsor entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Company that provided for the purchase by the Sponsor or an affiliate of the Sponsor, in the aggregate, of 10,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for an aggregate purchase price of  $100,000,000, in each case, for $10.00 per one Class A ordinary share and one placement would be used as part of the consideration to the sellers in the Business Combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Amendment to Forward Purchase Agreement Concurrent with the execution of the BCA Amendment, the Company and the Sponsor entered into a Second Amended and Restated Forward Purchase Agreement (the “Second A&R Forward Purchase Agreement”). Pursuant to the Second A&R Forward Purchase Agreement and in connection with the acceleration of funding to the Company under the Amended and Restated Subordinated Convertible Promissory Note Purchase Agreement (the “Amended and Restated Note Purchase Agreement”), the Company and the Sponsor have agreed to reduce the Committed Amount (as defined in the Second A&R Forward Purchase Agreement) by the aggregate principal amount of up to $50 million under each Note that is converted in connection with the consummation of the Mergers into shares of Surviving Corporation Common Stock and Assumed SPAC Warrants in accordance with the Amended and Restated Note Purchase Agreement. The obligation of the Sponsor under the Second A&R Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), Forward Purchase Securities were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2022
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption	Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds received from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance ​ (7,728,000) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (19,341,308) Plus: ​ ​ ​ Accretion on Class A ordinary shares subject to possible redemption amount ​ 27,069,308 Class A ordinary shares subject to possible redemption at December 31, 2021 ​ ​ 345,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption ​ ​ 2,180,493 Class A ordinary shares subject to possible redemption at September 30, 2022 ​ $ 347,180,493 ​

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended
	Sep. 30, 2022
Shareholders' Deficit
Shareholders' Deficit	Note 7 - Shareholders’ Deficit Preference Shares— Class A Ordinary Shares there were 34,500,000 shares of Class A Class B Ordinary Shares— Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of  (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Forward Purchase Securities issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrants.
Warrants	Note 8 — Warrants As of September 30, 2022 and December 31, 2021, the Company had 6,900,000 of Public Warrants, 6,100,000 of Private Placement Warrants and 1,000,000 of Working Capital Loan Warrants outstanding. 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 30 days after the completion of a Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares 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 permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company 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 a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary share (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 Initial Shareholders or their affiliates, without taking into account any Founder Shares or Forward Purchase Securities held by the Initial Shareholders 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 Class A ordinary shares 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, then 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, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “—Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares 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, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share 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 closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury securities $ 347,280,493 $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public warrants ​ $ — ​ $ 483,000 ​ $ — Derivative warrant liabilities - Private placement warrants ​ $ — ​ $ 429,370 ​ $ — Derivative warrant liabilities - Working capital loan warrants ​ $ — ​ $ 70,390 ​ $ — Forward purchase agreement ​ $ — ​ $ 82,344 ​ $ — ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account - U.S. Treasury securities $ 345,041,529 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Derivative warrant liabilities - Public warrants $ 5,939,640 ​ $ — ​ $ — Derivative warrant liabilities - Private placement warrants $ — ​ $ 5,238,530 ​ $ — Derivative warrant liabilities - Working capital loan warrants $ — ​ $ 858,780 ​ $ — Forward purchase agreement $ — ​ $ 514,790 ​ $ — ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in March 2021 and subsequently transferred to a Level 2 measurement in September 2022 due to low trading volume. The estimated fair value of the Private Placement Warrants and Working Capital Loan Warrants were transferred from a Level 3 measurement to a Level 2 fair value measurement in March 2021, as the transfer of Private Placement Warrants and Working Capital Loan Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and Working Capital Loan Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and Working Capital Loan Warrants is equivalent to that of each Public Warrant. The Company transferred the fair value of the Forward Purchase Agreement to Level 2 from Level 3 in April 2021, as the underlying fair value of the warrants included in the Forward Purchase Agreement have substantially the same terms as the Public Warrants. There were no transfers between levels of the hierarchy for the three and nine months ended September 30, 2022. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Private Placement Warrants, Public Warrants, and the Working Capital Loan Warrants prior to the Public Warrants being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Black-Scholes analysis relies upon appropriate inputs derived from the Monte Carlo simulation of the public warrants; namely, the underlying stock price and the implied volatility from the traded Public Warrant price. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of Private Placement Warrants, Working Capital Loan Warrants, and Forward Purchase Agreement was equivalent to that of the Public Warrants as they had substantially the same terms, however they are not actively traded, as such were listed as Level 2 in the hierarchy table above. The change in fair value is recognized in the unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $1.0 million and $11.5 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. For the three and nine months ended September 30, 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $2.8 million and $1.9 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended September 30, 2021 is summarized as follows: ​ ​ ​ ​ Derivative liabilities at January 1, 2021 $ — Issuance of Public Warrants ​ 7,728,000 Issuance of Private Placement Warrants ​ ​ 6,954,000 Forward Purchase Agreement ​ ​ 1,448,910 Working Capital Loan Warrants ​ ​ 1,256,560 Transfer of Public Warrants to Level 1 ​ ​ (6,555,000) Transfer of Private Placement Warrants to Level 2 ​ ​ (5,856,000) Transfer of Working Capital Loan Warrants to Level 2 ​ ​ (960,000) Change in fair value of derivative liabilities ​ ​ (2,647,800) Derivative liabilities at March 31, 2021 ​ ​ 1,368,670 Transfer of Forward Purchase Agreement to Level 2 ​ ​ (1,368,670) Derivative liabilities at June 30, 2021 ​ ​ — Derivative liabilities at September 30, 2021 ​ $ — ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, except for the Termination Agreement discussed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual consolidated financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 13, 2022.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 shareholder 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the unaudited accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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, deferred offering costs, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values primarily due to the short-term nature of the instruments.
Derivatives	Derivatives The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering, Private Placement Warrants and Working Capital Loan Warrants have been estimated using Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021 is based upon the publicly traded value. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Forward Purchase Agreement between the Company and the Sponsor, providing for the Sponsor or an affiliate of the Sponsor to purchase up to 10,000,000 Class A ordinary shares and 2,000,000 redeemable warrants (each, a “Forward Purchase Warrant” and collectively, the “Forward Purchase Warrants”), for an aggregate purchase price of  $100,000,000, in each case, for $10.00 per one Class A ordinary share and one
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes FASB ASC Topic 740, “Income Taxes” (“ASC 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021 or over the next twelve months. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Although the consummation of a business combination is uncertain, this presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 34,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per ordinary share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,824,103 ​ $ 456,026 ​ $ 1,796,830 ​ $ 449,207 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 9,747,378 ​ $ 2,436,845 ​ $ (949,955) ​ $ (271,908) Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income (loss) per ordinary share ​ $ 0.28 ​ $ 0.28 ​ $ (0.03) ​ $ (0.03)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of basic and diluted net loss per share of ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,824,103 ​ $ 456,026 ​ $ 1,796,830 ​ $ 449,207 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 9,747,378 ​ $ 2,436,845 ​ $ (949,955) ​ $ (271,908) Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income (loss) per ordinary share ​ $ 0.28 ​ $ 0.28 ​ $ (0.03) ​ $ (0.03)

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2022
Class A Ordinary Shares Subject to Possible Redemption
Schedule of Class A ordinary share reflects on condensed balance sheet are reconciled	​ ​ ​ ​ ​ Gross proceeds received from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance ​ (7,728,000) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (19,341,308) Plus: ​ ​ ​ Accretion on Class A ordinary shares subject to possible redemption amount ​ 27,069,308 Class A ordinary shares subject to possible redemption at December 31, 2021 ​ ​ 345,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption ​ ​ 2,180,493 Class A ordinary shares subject to possible redemption at September 30, 2022 ​ $ 347,180,493

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis	September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury securities $ 347,280,493 $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public warrants ​ $ — ​ $ 483,000 ​ $ — Derivative warrant liabilities - Private placement warrants ​ $ — ​ $ 429,370 ​ $ — Derivative warrant liabilities - Working capital loan warrants ​ $ — ​ $ 70,390 ​ $ — Forward purchase agreement ​ $ — ​ $ 82,344 ​ $ — ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account - U.S. Treasury securities $ 345,041,529 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Derivative warrant liabilities - Public warrants $ 5,939,640 ​ $ — ​ $ — Derivative warrant liabilities - Private placement warrants $ — ​ $ 5,238,530 ​ $ — Derivative warrant liabilities - Working capital loan warrants $ — ​ $ 858,780 ​ $ — Forward purchase agreement $ — ​ $ 514,790 ​ $ —
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended September 30, 2021 is summarized as follows: ​ ​ ​ ​ Derivative liabilities at January 1, 2021 $ — Issuance of Public Warrants ​ 7,728,000 Issuance of Private Placement Warrants ​ ​ 6,954,000 Forward Purchase Agreement ​ ​ 1,448,910 Working Capital Loan Warrants ​ ​ 1,256,560 Transfer of Public Warrants to Level 1 ​ ​ (6,555,000) Transfer of Private Placement Warrants to Level 2 ​ ​ (5,856,000) Transfer of Working Capital Loan Warrants to Level 2 ​ ​ (960,000) Change in fair value of derivative liabilities ​ ​ (2,647,800) Derivative liabilities at March 31, 2021 ​ ​ 1,368,670 Transfer of Forward Purchase Agreement to Level 2 ​ ​ (1,368,670) Derivative liabilities at June 30, 2021 ​ ​ — Derivative liabilities at September 30, 2021 ​ $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)					9 Months Ended
	Jun. 08, 2022 USD ($)	Mar. 01, 2021 USD ($)	Feb. 12, 2021 USD ($)	Feb. 09, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 02, 2020 $ / shares
Description of Organization and Business Operations
Gross proceeds received from Initial Public Offering						$ 345,000,000
Deferred underwriting commissions					$ 12,100,000
Investment of cash into trust account						345,000,000
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold Percentage Ownership					50
Share price per share | $ / shares					$ 10
Condition for future business combination threshold Net Tangible Assets					$ 5,000,001
Redemption limit percentage without prior consent					15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Months to complete acquisition					24 months
Redemption period upon closure | D					10
Maximum allowed dissolution expenses					$ 100,000
Outstanding public shares of percentage					100%
Operating bank account					$ 4,000
Repayment of promissory note - related party						$ 173,255
Amendment To Business Combination Agreement
Description of Organization and Business Operations
Amount of increase in dollar threshold under business combination agreement	$ 200,000,000
Maximum principal amount of convertible debt	$ 50,000,000
Sponsor
Description of Organization and Business Operations
Aggregate purchase price					$ 25,000
Initial Public Offering
Description of Organization and Business Operations
Sale of Units, net of underwriting discounts (in shares) | shares				34,500,000
Purchase price, per unit | $ / shares				$ 10
Gross proceeds received from Initial Public Offering				$ 345,000,000
Incurring offering costs				19,800,000
Deferred underwriting commissions				12,100,000
Investment of cash into trust account				$ 345,000,000
Private Placement | Private Placement Warrants
Description of Organization and Business Operations
Sale of private placement warrants (in shares) | shares				6,100,000
Price of warrant | $ / shares				$ 1.50
Gross proceeds of private placement warrants				$ 9,200,000
Over-allotment option
Description of Organization and Business Operations
Sale of Units, net of underwriting discounts (in shares) | shares				4,500,000	4,500,000
Related Party Loans | Working capital loans warrant
Description of Organization and Business Operations
Price of warrant | $ / shares								$ 1.50
Outstanding balance of working capital loans					$ 0		$ 0
Related Party Loans | Working capital loans warrant | Sponsor Notes
Description of Organization and Business Operations
Repayment of promissory note - related party		$ 1,500,000
Promissory Note with Related Party
Description of Organization and Business Operations
Repayment of promissory note - related party			$ 173,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	34,500,000
Sponsor
Basis of Presentation and Summary of Significant Accounting Policies
Aggregate purchase price	$ 25,000
Class A ordinary shares | Forward purchase agreement | Sponsor
Basis of Presentation and Summary of Significant Accounting Policies
Number of shares issued	10,000,000
Aggregate purchase price	$ 100,000,000
Purchase price, per unit	$ 10
Number of shares in a unit	1
Class A Common Stock Subject to Redemption
Basis of Presentation and Summary of Significant Accounting Policies
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	34,500,000
Redeemable warrants | Forward purchase agreement | Sponsor
Basis of Presentation and Summary of Significant Accounting Policies
Number of redeemable Warrants	2,000,000
Number of warrants in a unit	0.2

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net income (loss) per ordinary share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A ordinary shares
Numerator:
Allocation of net income (loss) basic	$ 1,824,103	$ 1,796,830	$ 9,747,378	$ (949,955)
Allocation of net income (loss) diluted	$ 1,824,104	$ 1,796,830	$ 9,747,378	$ (949,955)
Denominator:
Basic weighted average ordinary shares outstanding	34,500,000	34,500,000	34,500,000	29,571,429
Diluted weighted average ordinary shares outstanding	34,500,000	34,500,000	34,500,000	29,571,429
Basic net income (loss) per ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Diluted net income (loss) per ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Class B ordinary shares
Numerator:
Allocation of net income (loss) basic	$ 456,026	$ 449,207	$ 2,436,845	$ (271,908)
Allocation of net income (loss) diluted	$ 456,026	$ 449,207	$ 2,436,845	$ (271,908)
Denominator:
Basic weighted average ordinary shares outstanding	8,625,000	8,625,000	8,625,000	8,464,286
Diluted weighted average ordinary shares outstanding	8,625,000	8,625,000	8,625,000	8,464,286
Basic net income (loss) per ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)
Diluted net income (loss) per ordinary share	$ 0.05	$ 0.05	$ 0.28	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended
	Feb. 09, 2021	Sep. 30, 2022	Sep. 30, 2021
Initial Public Offering
Gross proceeds received from Initial Public Offering			$ 345,000,000
Deferred underwriting commissions		$ 12,100,000
Exercise price of warrants		$ 11.50
Initial Public Offering
Initial Public Offering
Number of units sold	34,500,000
Purchase price, per unit	$ 10
Gross proceeds received from Initial Public Offering	$ 345,000,000
Incurring offering costs	19,800,000
Deferred underwriting commissions	$ 12,100,000
Initial Public Offering | Public Warrants
Initial Public Offering
Number of warrants in a unit	0.20
Initial Public Offering | Class A ordinary shares
Initial Public Offering
Number of shares in a unit	1
Initial Public Offering | Class A ordinary shares | Public Warrants
Initial Public Offering
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold	4,500,000	4,500,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)			9 Months Ended
	Feb. 04, 2021 shares	Dec. 02, 2020 USD ($) D $ / shares shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021 shares	Feb. 09, 2021 shares
Class B ordinary shares
Related Party Transactions
Common shares, shares outstanding			8,625,000	8,625,000
Sponsor
Related Party Transactions
Aggregate purchase price | $			$ 25,000
Sponsor | Class A ordinary shares
Related Party Transactions
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder shares | Sponsor | Class B ordinary shares
Related Party Transactions
Aggregate purchase price | $		$ 25,000
Number of shares issued		7,187,500
Number of shares with respect to which stock sub-division is effected	1,437,500
Common shares, shares outstanding	8,625,000
Shares subject to forfeiture	1,125,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%
Share no longer subject to forfeiture					1,125,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 09, 2021	Sep. 30, 2022
Related Party Transactions
Exercise price of warrant		$ 11.50
Private Placement | Private Placement Warrants
Related Party Transactions
Number of warrants to purchase shares issued	6,100,000
Price of warrants	$ 1.50
Gross proceeds of private placement warrants	$ 9.2
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Private Placement | Private Placement Warrants | Class A ordinary shares
Related Party Transactions
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Dec. 02, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 08, 2022	Jan. 20, 2022	Dec. 31, 2021	Mar. 09, 2021	Mar. 01, 2021
Related Party Transactions
Proceeds from promissory note - related party					$ 1,500,000
General and administrative expenses - related party		$ 30,000	$ 30,000	$ 90,000	$ 80,000
Share price per share		$ 10		$ 10
Sponsor | Forward purchase agreement | Class A ordinary shares
Related Party Transactions
Number of shares to be purchased		10,000,000		10,000,000
Aggregate purchase price of warrants				$ 100,000,000
Share price per share		$ 10		$ 10
Number of shares per warrant		1		1
Sponsor | Forward purchase agreement | Redeemable warrants
Related Party Transactions
Number of shares to be purchased		2,000,000		2,000,000
Number of warrants in a unit				0.2
Working capital loans warrant | Sponsor
Related Party Transactions
Sponsor note converted into working capital loan warrants									1,000,000
Administrative Support Agreement
Related Party Transactions
Expenses per month				$ 10,000
Related party transaction outstanding for service in connection		$ 30,000		30,000				$ 20,000
Expenses incurred and paid		680,000		680,000				160,000
Related Party Loans | Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 300,000						$ 1,000,000
Proceeds from promissory note - related party	173,000
Maximum borrowing capacity of related party unsecured promissory note										$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transactions
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1.50
Outstanding balance of related party note		$ 0		$ 0				$ 0
Amended Forward Purchase Agreement
Related Party Transactions
Maximum principal amount of convertible debt						$ 50,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions		9 Months Ended
	Feb. 09, 2021 shares	Sep. 30, 2022 USD ($) item $ / shares shares
Commitments and Contingencies
Maximum number of demands for registration of securities | item		3
Underwriting cash discount per unit | $ / shares		$ 0.20
Underwriter cash discount | $		$ 6.9
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 12.1
Over-allotment option
Commitments and Contingencies
Underwriting option period		45 days
Number of units sold | shares	4,500,000	4,500,000

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock Subject to Redemption	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Ordinary Shares Subject to Possible Redemption
Share authorized to issue Class A ordinary shares	100,000,000
Share subject to possible redemption, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	34,500,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A ordinary share reflects on condensed balance sheet are reconciled (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption
Gross proceeds received from Initial Public Offering					$ 345,000,000
Fair value of Public Warrants at issuance	$ 952,505		$ 2,818,170	$ 11,486,636	$ 1,920,640
Increase in redemption value of Class A ordinary shares subject to possible redemption	$ 1,686,229	$ 494,264
Class A Common Stock Subject to Redemption
Class A Ordinary Shares Subject to Possible Redemption
Gross proceeds received from Initial Public Offering						$ 345,000,000
Fair value of Public Warrants at issuance						(7,728,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption						(19,341,308)
Accretion on Class A ordinary shares subject to possible redemption amount						27,069,308
Increase in redemption value of Class A ordinary shares subject to possible redemption				2,180,493
Class A ordinary shares subject to possible redemption				$ 347,180,493		$ 345,000,000

Shareholders' Deficit - Preferr

Shareholders' Deficit - Preferred Stock Shares (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Shareholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit - Common

Shareholders' Deficit - Common Stock Shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Shareholders' Deficit
Aggregate shares issued upon converted basis (in percent)	20%
Class A ordinary shares
Shareholders' Deficit
Common shares, shares authorized (in shares)	350,000,000	350,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Class A Common Stock Subject to Redemption
Shareholders' Deficit
Common shares, votes per share | Vote	1
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	34,500,000
Class B ordinary shares
Shareholders' Deficit
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	8,625,000	8,625,000
Common shares, shares outstanding (in shares)	8,625,000	8,625,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares shares	Nov. 15, 2022 shares	Dec. 31, 2021 shares
Warrants
Warrants outstanding | shares		13,653,589
Public Warrants exercisable term after the completion of a business combination	30 days
Threshold period for filling registration statement after business combination	20 days
Exercise price of warrants	$ 11.50
Public Warrants expiration term	5 years
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Warrant redemption condition minimum share price	$ 18
Stock price trigger for redemption of public warrants (in dollars per share)	18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Exercise price of warrants	$ 0.10
Warrant redemption condition minimum share price	10
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Class A ordinary shares
Warrants
Threshold trading days determining volume weighted average price	10 days
Redemption price per public warrant (in dollars per share)	$ 0.361
Public Warrants
Warrants
Warrants outstanding | shares	6,900,000		6,900,000
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of trading days before sending notice of redemption to warrant holders	3 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Threshold number of trading days before sending notice of redemption to warrant holders	3 days
Private Placement Warrants
Warrants
Warrants outstanding | shares	6,100,000		6,100,000
Working Capital Loan Warrants
Warrants
Warrants outstanding | shares	1,000,000		1,000,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Liabilities:
Derivative warrant liabilities	$ 1,065,104	$ 12,551,740
Level 1 | Public Warrants
Liabilities:
Derivative warrant liabilities		5,939,640
Level 1 | U.S. Treasury Securities
Assets:
Investments held in Trust Account	347,280,493	345,041,529
Level 2 | Forward purchase agreement
Liabilities:
Derivative warrant liabilities	82,344	514,790
Level 2 | Public Warrants
Liabilities:
Derivative warrant liabilities	483,000
Level 2 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	429,370	5,238,530
Level 2 | Working Capital Loan Warrants
Liabilities:
Derivative warrant liabilities	$ 70,390	$ 858,780

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	3 Months Ended			9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Fair Value Measurements
Transfer of liabilities from level 1 to level 2	$ 0			$ 0
Transfer of assets from level 2 to level 1	0			0
Transfer of assets from level 1 to level 2	0			0
Transfer of assets from level 2 to level 1	0			0
Transfers of assets to / from level 3	0			0
Transfers of liabilities to / from level 3	0		$ (1,368,670)	0
Change in fair value of derivative liabilities	$ 952,505	$ 2,818,170		$ 11,486,636	$ 1,920,640
Dividend rate | Level 3
Fair Value Measurements
Anticipated dividend rate based on historical rate	0			0

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liabilities at the beginning		$ 1,368,670	$ 0
Change in fair value of derivative warrant liabilities			(2,647,800)
Transfer of derivative liabilities	$ 0	(1,368,670)		$ 0
Derivative liabilities at the end		$ 0	1,368,670
Forward Purchase Agreement [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of derivative liabilities			1,448,910
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of derivative liabilities			7,728,000
Transfer of derivative liabilities			(6,555,000)
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of derivative liabilities			6,954,000
Transfer of derivative liabilities			(5,856,000)
Working Capital Loan Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of derivative liabilities			1,256,560
Transfer of derivative liabilities			$ (960,000)

Uncategorized Items - gsqd-2022

Label	Element	Value
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value	us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue	$ 0