Artemis Strategic Investment (ARTE) 10-Q9 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40855
Entity Registrant Name	Artemis Strategic Investment Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2533565
Entity Address, Address Line One	3310 East Corona Avenue
Entity Address, City or Town	Phoenix
Entity Address State Or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	602
Local Phone Number	346-0329
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001839990
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	ARTEU
Security Exchange Name	NASDAQ
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ARTE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,125,000
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	ARTEW
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,031,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 331,377	$ 953,329
Prepaid expenses	187,370	450,708
Total Current Assets	518,747	1,404,037
Investments held in Trust Account	206,540,293	205,284,883
Total Assets	207,059,040	206,688,920
Current liabilities
Accounts payable and accrued expenses	5,287,795	396,587
Total Current Liabilities	5,287,795	396,587
Derivative warrant liabilities	2,006,250	9,856,706
Deferred underwriting fee payable		6,693,750
Total Liabilities	7,294,045	16,947,043
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(6,775,801)	(15,533,626)
Total Stockholders' Deficit	(6,775,298)	(15,533,123)
Total Liabilities and Stockholders' Deficit	207,059,040	206,688,920
Class A common stock subject to possible redemption
Current liabilities
Class A common stock; 20,125,000 shares subject to possible redemption at $10.26 and $10.20 per share at September 30, 2022 and December 31, 2021, respectively	206,540,293	205,275,000
Class B common stock
Stockholders' Deficit
Common stock	$ 503	$ 503

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	380,000,000	380,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A common stock subject to possible redemption
Ordinary shares, shares subject to possible redemption	20,125,000	20,125,000
Ordinary shares, redemption value per share	$ 10.26	$ 10.20
Class A common stock not subject to possible redemption
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	380,000,000	380,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B common stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	5,031,250	5,031,250
Common shares, shares outstanding	5,031,250	5,031,250

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and general and administrative expenses	$ 722,149	$ 495	$ 5,776,498	$ 11,189
Income (loss) from operations	(722,149)	(495)	(5,776,498)	(11,189)
Other income
Gain from derecognition of deferred underwriting fee payable	7,043,750		7,043,750
Interest earned on investments held in trust account	988,830		1,255,410
Change in fair value of warrant liabilities	(200,626)		7,850,456
Total other income	7,831,954		16,149,616
Net income/(loss)	$ 7,109,805	$ (495)	$ 10,373,118	$ (11,189)
Class A common stock
Other income
Weighted average shares of common stock outstanding, basic	20,125,000		20,125,000
Weighted average shares of common stock outstanding, diluted	20,125,000		20,125,000
Basic net income/(loss) per share	$ 0.28		$ 0.41
Diluted net income/(loss) per share	$ 0.28		$ 0.41
Class B common stock
Other income
Weighted average shares of common stock outstanding, basic	5,031,250	4,375,000	5,031,250	4,375,000
Weighted average shares of common stock outstanding, diluted	5,031,250	4,375,000	5,031,250	4,375,000
Basic net income/(loss) per share	$ 0.28		$ 0.41
Diluted net income/(loss) per share	$ 0.28		$ 0.41

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 03, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 03, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 503	24,497		25,000
Issuance of Class B common stock to Sponsor (in shares)	5,031,250
Net income/(loss)			(1,596)	(1,596)
Balance at the end at Mar. 31, 2021	$ 503	24,497	(1,596)	23,404
Balance at the end (in shares) at Mar. 31, 2021	5,031,250
Balance at the beginning at Jan. 03, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 03, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)				(11,189)
Balance at the end at Sep. 30, 2021	$ 503	24,497	(11,189)	13,811
Balance at the end (in shares) at Sep. 30, 2021	5,031,250
Balance at the beginning at Mar. 31, 2021	$ 503	24,497	(1,596)	23,404
Balance at the beginning (in shares) at Mar. 31, 2021	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)			(9,098)	(9,098)
Balance at the end at Jun. 30, 2021	$ 503	24,497	(10,694)	14,306
Balance at the end (in shares) at Jun. 30, 2021	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)			(495)	(495)
Balance at the end at Sep. 30, 2021	$ 503	$ 24,497	(11,189)	13,811
Balance at the end (in shares) at Sep. 30, 2021	5,031,250
Balance at the beginning at Dec. 31, 2021	$ 503		(15,533,626)	(15,533,123)
Balance at the beginning (in shares) at Dec. 31, 2021	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)			(1,254,236)	(1,254,236)
Balance at the end at Mar. 31, 2022	$ 503		(16,787,862)	(16,787,359)
Balance at the end (in shares) at Mar. 31, 2022	5,031,250
Balance at the beginning at Dec. 31, 2021	$ 503		(15,533,626)	(15,533,123)
Balance at the beginning (in shares) at Dec. 31, 2021	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)				10,373,118
Balance at the end at Sep. 30, 2022	$ 503		(6,775,801)	(6,775,298)
Balance at the end (in shares) at Sep. 30, 2022	5,031,250
Balance at the beginning at Mar. 31, 2022	$ 503		(16,787,862)	(16,787,359)
Balance at the beginning (in shares) at Mar. 31, 2022	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock subject to possible redemption amount			(350,000)	(350,000)
Net income/(loss)			4,517,549	4,517,549
Balance at the end at Jun. 30, 2022	$ 503		(12,620,313)	(12,619,810)
Balance at the end (in shares) at Jun. 30, 2022	5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock subject to possible redemption amount			(1,265,293)	(1,265,293)
Net income/(loss)			7,109,805	7,109,805
Balance at the end at Sep. 30, 2022	$ 503		$ (6,775,801)	$ (6,775,298)
Balance at the end (in shares) at Sep. 30, 2022	5,031,250

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income/(loss)		$ 10,373,118	$ (11,189)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in trust account	$ (988,830)	(1,255,410)
Change in fair value of warrant liabilities	200,626	(7,850,456)
Gain on derecognition of deferred underwriting fee payable	(7,043,750)	(7,043,750)
Formation and operating costs paid by Sponsor in exchange for issuance of Class B Common Stock			1,596
Formation and operating costs paid by promissory note			498
Adjustments to operating assets and liabilities:
Decrease in prepaid expenses		263,338
Increase in accounts payable and accrued expenses		4,891,208	(1,485)
Net cash used in operating activities		(621,952)	(10,580)
Cash flows from financing activities:
Proceeds from promissory note-related party			100,000
Proceeds received in advance for sale of Class B common stock			1,500
Payments for offering costs			(71,134)
Net cash provided by financing activities			30,366
Net change in cash		(621,952)	19,786
Cash at beginning of period		953,329
Cash at end of period	$ 331,377	$ 331,377	19,786
Supplemental disclosure of non-cash investing and financing activities
Deferred offering costs included in accounts payable and accrued expenses			364,986
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Common Stock			23,404
Deferred offering costs paid by promissory note			$ 62,394

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artemis Strategic Investment Corporation (the “ Company Business Combination As of September 30, 2022, the Company had not yet commenced any operations. All activity since inception relates to the Company’s formation and the initial public offering (the “ Initial Public Offering IPO Prior to the consummation of the IPO, on January 5, 2021, Artemis Sponsor, LLC (the “ Sponsor Founder Shares Class B Common Stock On October 4, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “ Units Public Shares Class A Common Stock one Public Warrants Certain institutional anchor investors (the “ Institutional Anchor Investors Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “ Sponsor Warrants Anchor Investor Warrants Private Placement Warrants Simultaneously with the closing the Initial Public Offering, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment as provided in the Company’s final prospectus, as filed with the Securities and Exchange Commission (the “ SEC Final Prospectus Transaction costs amounted to $25,559,771 consisting of $3,825,000 of underwriting fees, $7,043,750 of deferred underwriting commissions, $13,796,426 of offering costs related to the fair value of the Founder Shares issued to certain Institutional Anchor Investors and $894,595 of other offering costs. Offering costs related to the Founder Shares amounted to $13,796,426, of which $13,158,020 were charged to stockholders’ equity/(deficit) upon the completion of the Initial Public Offering and $638,407 were expensed to the statements of operations and included in transaction costs allocated to warrant liabilities. Effective as of July 14, 2022, Barclays Capital Inc. (“ Barclays BMO Following the closing of the Initial Public Offering, an amount of $205,275,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Investment Company Act The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “ Public Stockholders If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in conjunction with a stockholder meeting instead of pursuant to the tender offer rules, the Company’s third amended and restated certificate of incorporation (the “ Certificate of Incorporation Exchange Act The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 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 stockholders who redeem their shares will not be reduced by the deferred underwriting commissions , which prior to the resignation of Barclays and waiver of fees by BMO, was to be paid to the underwriters upon the completion of the Business Combination, but has been waived following their resignation and waiver, respectively. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ ASC If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors, Institutional Anchor Investors, and advisors have agreed (a) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment, (c) not to redeem any shares (including the Founder Shares) into cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and our officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (or 21 months from the closing of the Initial Public Offering, if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Initial Public Offering) (the “ Combination Period Proposed Business Combination with Novibet The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of 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 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act The Institutional Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period), see Note 5. Proposed Business Combination with Novibet On March 28, 2022, the board of directors of Artemis unanimously approved the Agreement and Plan of Reorganization, dated as of March 30, 2022, and amended on September 2, 2022 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement Komisium Novibet PubCo Merger Sub Share Exchange Merger Proposed Business Combination Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the Effective Time, Komisium will sell and transfer all issued ordinary shares and other equity interests of Novibet to PubCo in consideration for receiving at closing of the Proposed Business Combination (a) an amount of cash, which will not exceed $50 million, equal to the excess of the Gross Closing Proceeds (as defined in the Business Combination Agreement) over $100 million (the “ Closing Cash Consideration PubCo Ordinary Shares Closing Share Consideration Initial Share Premium Additional Closing Share Consideration Deferred Share Consideration Earnout Consideration Additionally, pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, immediately prior to the effective time of the Merger (the “ Effective Time the same terms as the warrants of the Company in accordance with the terms of the Warrant Agreement dated as of September 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “ Warrant Agreement On September 2, 2022, Komisium, Novibet, PubCo, Merger Sub and the Company entered into Amendment No. 1 to the Business Combination Agreement, which among other things provided for (i) a closing share valuation of $500,000,000, with 12,254,902 PubCo Ordinary Shares issuable to Komisium at closing of the Proposed Business Combination if redemptions equal or exceed 85%, or if redemptions are less than 85%, then such PubCo Ordinary Shares would be deferred and issuable in subsequent years if certain earnout targets are met, (ii) a dual tranche earnout based on the achievement of certain net gaming revenue targets, (iii) clauses permitting Komisium to transfer up to 30% of the issued PubCo Ordinary Shares after the Closing, (iv) the payment of an amount of dividend declared prior to March 30, 2022 to Komisium up to the amount of €3,579,625, (v) the payment of the net profits generated by Novibet between signing and closing to Komisium, and (vi) a minimum cash closing condition of $12.5 million after transaction expenses and redemptions. In connection with the execution of the Business Combination Agreement, the Sponsor, Novibet and the Company entered into a Sponsor Support Agreement on March 30, 2022 (the “ Sponsor Support Agreement The closing of the Proposed Business Combination is subject to certain closing conditions and there is no assurance that the Proposed Business Combination will be completed. Liquidity and Going Concern Consideration As of September 30, 2022, the Company had $331,377 in cash and a working capital deficit of $4,769,048. The Company’s liquidity needs through September 30, 2022, were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 5). As of September 30, 2022, there were no amounts outstanding under the Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 21 months of the closing of the Initial Public Offering, or July 4, 2023. If the Company’s funds are insufficient to meet the expenditures required for operating its business in the attempt to find a Business Combination or in the event that an initial Business Combination is not consummated, the Company will likely need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through July 4, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” 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 unable to raise additional capital.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on January 28, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in 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 the 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 and investments in money market funds are presented on the 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 is included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption All of the 20,125,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Proposed Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with ASC 480, conditionally redeemable Class A Common Stock (including Class A Common Stock 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Certificate of Incorporation provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of September 30, 2022 and December 31, 2021, 20,125,000 shares of Class A Common Stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A Common Stock 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, 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 The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimis. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income/(Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, one for each of its Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net Income/(Loss) per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Net Income/(Loss) is allocated to the Company’s Class A Common Stock and Class B Common Stock based on the relative shares outstanding for each class of common stock compared to the Company’s total shares outstanding. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 5,687,844 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.28 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 1,421,961 $ (495) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.28 $ — For the period from Nine Months Ended January 4, 2021 to September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 8,298,494 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.41 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 2,074,624 $ (11,189) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.41 $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 10). The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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 amounted to $ 25,559,771 (including deferred underwriting commissions of an aggregate of approximately $ 7,043,750 which, prior to the resignation of Barclays and waiver of fees by BMO, was to be paid to the underwriters of the IPO upon the completion of the Business Combination, but has been waived following their resignation and waiver, respectively) Warrant Liabilities The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of any warrants. At that time, the portion of the warrant liabilities related to the warrants will be reclassified to additional paid-in capital. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units , including the 2,625,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, one Public Warrant

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 8,000,000 Private Placement Warrants at a price of $1.00 per warrant, generating total proceeds of $8,000,000 to the Company. Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 2,000,000 Private Placement Warrants to certain Institutional Anchor Investors for at a price of $1.00 per warrant, generating total proceeds of $2,000,000 to the Company. Each Private Placement Warrant is identical to the Public Warrants in material terms and provisions, except that the Private Placement Warrants will be non-redeemable (except as described below in Note 7 under “ Redemption of Warrants for Class A Common Stock

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 5, 2021, the Company issued 4,312,500 Founder Shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company with a value of $25,000. On March 16, 2021, the Company effected a stock split of the Founder Shares, resulting in an aggregate of 5,031,250 Founder Shares outstanding and held by the Sponsor. All share and per share amounts have been retroactively restated to reflect the stock split. Simultaneously with the closing the Initial Public Offering, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Public 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property. In connection with the closing of the Initial Public Offering the Sponsor sold an aggregate of 1,618,434 Founder Shares to the Institutional Anchor Investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the Institutional Anchor Investors to be $13,796,426, or $8.54 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares over cost was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Promissory Note — Related Party On January 5, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Administrative Support Agreement The Company entered into an agreement, commencing on September 30, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Proposed Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $30,000 and $90,000 in accordance with the terms of the agreement, during the three and nine months ended September 30, 2022, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of macroeconomic conditions, such as the COVID-19 pandemic, downturns in the financial markets, inflation, declines in consumer spending, increases in interest rates, and geopolitical instability such as the war in Ukraine, on the industry and has concluded that while it is reasonably possible that such macroeconomic conditions could have a negative effect on the Company’s financial position, results of its operations, search for a target company and/or the completion of a Business Combination, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act Treasury Any repurchase by the Company of the Company’s stock that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, is generally expected to be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax on a redemption of Class A Common Stock or other stock of the Company in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Business Combination, extension or otherwise, (iii) the structure of a Business Combination, (iv) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (v) the content of regulations and other guidance from the Treasury. As noted above, the excise tax would be payable by the Company and not by the redeeming holder. The imposition of the excise tax could cause a reduction in the cash available on hand to complete a Business Combination or for effecting redemptions and may affect the Company’s ability to complete a Business Combination, including the proposed Business Combination with Novibet. Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Public Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters, prior to their respective resignation and waiver of fees, were entitled to deferred underwriting commissions of $0.35 per Unit, or $7,043,750 in the aggregate. The deferred underwriting commissions were expected to 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, dated September 29, 2021, among Barclays, BMO and the Company. On July 14, 2022, Barclays delivered to the Company a notice of resignation of its roles as financial and capital markets advisor to the Company in connection with the Business Combination and waived all rights to fees (including deferred underwriting commissions for services rendered as one of the underwriters in the Company’s IPO) and reimbursement of expenses in connection with the Business Combination. On July 20, 2022, BMO, one of the underwriters in the IPO, delivered to the Company a notice that BMO waived all rights to its portion of the deferred underwriting commissions in connection with the IPO. BMO had no role in connection with the Business Combination. As a result of the Barclays’ resignation letter and BMO’s waiver notice, the Company recorded a gain on derecognition of deferred underwriting fees payable of $7,043,750 within the Condensed Statement of Operations.

WARRANT LIABILITIES

WARRANT LIABILITIES	9 Months Ended
WARRANT LIABILITIES	Sep. 30, 2022
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 7. WARRANT LIABILITIES The Company accounted for 20,062,500 warrants issued in connection with the Initial Public Offering ( 10,062,500 Public Warrants and 10,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant is recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The 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 Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares of Class A Common Stock to holders seeking to exercise their warrants, unless the issuance of the shares of Class A Common Stock issuable upon such warrant exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire, as specified in the Warrant Agreement. If any such registration statement has not been declared effective by the 60 th business 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 Common Stock is 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 Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, 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, the Company will use its best efforts to register or qualify the Class A Common Stock under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants for Cash The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants for Class A Common Stock The Company may redeem the Public 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 prior to redemption and receive that number of shares determined as set out in the Warrant Agreement, based on the redemption date and the “fair market value” of the Class A Common Stock except as otherwise described below; ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the Warrant Agreement. Additionally, in no event will the Company be required to net cash settle any warrants. If the Company is unable to complete the initial 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. If (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price ”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “ Market Value ”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $ 10.00 per share redemption trigger price described above shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	9 Months Ended
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	Sep. 30, 2022
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 20,125,000 shares of Class A Common Stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A Common Stock subject to possible redemption reflected on the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 201,250,000 Less: Fair Value of Public Warrants at Issuance (5,816,125) Offering Costs allocated to Class A common stock subject to possible redemption (11,247,232) Plus: Accretion of Class A common stock subject to possible redemption amount 21,088,357 Class A common stock subject to possible redemption at December 31, 2021 $ 205,275,000 Accretion of Class A common stock subject to possible redemption amount 1,265,293 Class A common stock subject to possible redemption at September 30, 2022 $ 206,540,293

STOCKHOLDER'S EQUITY_(DEFICIT)

STOCKHOLDER'S EQUITY/(DEFICIT)	9 Months Ended
STOCKHOLDER'S EQUITY/(DEFICIT)	Sep. 30, 2022
STOCKHOLDER'S EQUITY/(DEFICIT)
STOCKHOLDER'S EQUITY/(DEFICIT)	NOTE 9. STOCKHOLDER’S EQUITY/(DEFICIT) Preferred Stock — Class A Common Stock Class B Common Stock — Simultaneously with the closing of the Initial Public Offering on October 4, 2021, the Sponsor forfeited 1,618,434 Founder Shares and the Company sold 1,618,434 Founder Shares to certain Institutional Anchor Investors at the original purchase price of $0.006 per share. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial business combination on a one-for-one basis , subject to adjustment as provided in the Final Prospectus. Holders of the Class A Common Stock and holders of the Founder Shares will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law or stock exchange rule; provided that only holders of the Founder Shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Founder Shares will automatically convert into Class A Common Stock at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of all shares of Class A Common Stock issued in the Offering (including any shares of Class A Common Stock issued pursuant to the underwriters’ over-allotment option) plus (ii) the sum of (i) all shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued in connection with or in relation to the consummation of a Business Combination (including any shares of Class A Common Stock issued pursuant to a forward purchase agreement), excluding any shares of Class A Common Stock or equity-linked securities or rights issued, or to be issued, to any seller in a Business Combination, any Private Placement Warrants issued to the Sponsor, or an affiliate of the Sponsor, or any member of management team upon conversion of Working Capital Loans and any warrants issued pursuant to a forward purchase agreement, minus (ii) the number of shares of Class A Common Stock redeemed in connection with a Business Combination, provided that such conversion of Founder Shares shall never be less than one-to-one. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	9 Months Ended
FAIR VALUE MEASUREMENT	Sep. 30, 2022
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT	NOTE 10. FAIR VALUE MEASUREMENT The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 206,540,293 Liabilities: Warrant liability – Public Warrants 1 $ 1,006,250 Warrant liability – Private Placement Warrants 2 1,000,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000 Warrants The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of September 30, 2022 and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 in the hierarchy table above.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated events that have occurred up to the date the unaudited condensed financial statements were issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on January 28, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in 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 the 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 and investments in money market funds are presented on the 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 is included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 20,125,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Proposed Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with ASC 480, conditionally redeemable Class A Common Stock (including Class A Common Stock 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Certificate of Incorporation provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Accordingly, as of September 30, 2022 and December 31, 2021, 20,125,000 shares of Class A Common Stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A Common Stock 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, 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 The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2022 and December 31, 2021, the Company’s net deferred income tax assets are deemed to be de minimis. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Net Income/(Loss) per Common Share	Net Income/(Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, one for each of its Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net Income/(Loss) per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Net Income/(Loss) is allocated to the Company’s Class A Common Stock and Class B Common Stock based on the relative shares outstanding for each class of common stock compared to the Company’s total shares outstanding. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s basic and diluted income/(loss) per share are calculated as follows: Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 5,687,844 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.28 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 1,421,961 $ (495) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.28 $ — For the period from Nine Months Ended January 4, 2021 to September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 8,298,494 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.41 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 2,074,624 $ (11,189) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.41 $ —
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 10). The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
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 amounted to $ 25,559,771 (including deferred underwriting commissions of an aggregate of approximately $ 7,043,750 which, prior to the resignation of Barclays and waiver of fees by BMO, was to be paid to the underwriters of the IPO upon the completion of the Business Combination, but has been waived following their resignation and waiver, respectively)
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of any warrants. At that time, the portion of the warrant liabilities related to the warrants will be reclassified to additional paid-in capital.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of company's basic and diluted income/(loss) per share	Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 5,687,844 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.28 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 1,421,961 $ (495) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.28 $ — For the period from Nine Months Ended January 4, 2021 to September 30, 2022 September 30, 2021 Class A Common Stock Numerator: Net income allocable to Class A Common Stock $ 8,298,494 $ — Denominator: Weighted Average Class A Common Stock, Basic and Diluted 20,125,000 — Net income per share, Class A , basic and diluted $ 0.41 $ — Class B Common Stock Numerator: Net income/(loss) allocable to Class B common stock $ 2,074,624 $ (11,189) Denominator: Class B Common Stock, Basic and Diluted 5,031,250 4,375,000 Net income/(loss) per share, Class B, basic and diluted $ 0.41 $ —

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	9 Months Ended
	Sep. 30, 2022
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Summary of reconciliation of Class A common stock subject to possible redemption	Gross proceeds from Initial Public Offering $ 201,250,000 Less: Fair Value of Public Warrants at Issuance (5,816,125) Offering Costs allocated to Class A common stock subject to possible redemption (11,247,232) Plus: Accretion of Class A common stock subject to possible redemption amount 21,088,357 Class A common stock subject to possible redemption at December 31, 2021 $ 205,275,000 Accretion of Class A common stock subject to possible redemption amount 1,265,293 Class A common stock subject to possible redemption at September 30, 2022 $ 206,540,293

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	9 Months Ended
FAIR VALUE MEASUREMENT (Tables)	Sep. 30, 2022
FAIR VALUE MEASUREMENT
Summary of company's assets and liabilities that are measured at fair value	September 30, Description Level 2022 Assets: Investments held in Trust Account 1 $ 206,540,293 Liabilities: Warrant liability – Public Warrants 1 $ 1,006,250 Warrant liability – Private Placement Warrants 2 1,000,000 December 31, Description Level 2021 Assets: Investments held in Trust Account 1 $ 205,284,883 Liabilities: Warrant liability – Public Warrants 1 $ 4,943,706 Warrant liability – Private Placement Warrants 2 4,913,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)

9 Months Ended

Sep. 02, 2022 USD ($) shares

Mar. 28, 2022 USD ($) $ / shares shares

Oct. 04, 2021 USD ($) $ / shares shares

Mar. 16, 2021 $ / shares shares

Jan. 05, 2021 $ / shares shares

Jan. 04, 2021 item

Sep. 30, 2022 USD ($) $ / shares shares

Sep. 30, 2021 USD ($)

Jul. 20, 2022 USD ($)

Jul. 14, 2022 USD ($)

Mar. 28, 2022 EUR (€)

Dec. 31, 2021 USD ($) $ / shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Condition for future business combination number of businesses minimum | item

Sale of units, net of underwriting discounts (in shares) | shares

13,020,000

Purchase price, per unit | $ / shares

$ 10

Number of shares no longer subject to forfeiture | shares

656,250

Proceeds from issuance of units

$ 130,200,000

Underwriting commissions

$ 2,465,312

$ 4,578,438

Deferred underwriting fee payable

$ 6,693,750

Other offering costs

$ 13,158,021

Condition for future business combination use of proceeds percentage

Condition for future business combination threshold percentage ownership

Minimum net tangible assets upon consummation of business combination

$ 5,000,001

Maximum allowed dissolution expenses

$ 100,000

Obligation to redeem public shares if entity does not complete a business combination (as a percent)

100%

Cash

$ 331,377

$ 953,329

Working capital deficit

4,769,048

Issuance costs

$ 71,134

Working capital loans

$ 0

Business Combination Agreement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Amount in excess of gross proceeds

$ 100,000,000

Closing share valuation

$ 500,000,000

Minimum closing cash consideration after transaction expenses and redemptions

$ 12,500,000

Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sponsor forfeited common stock | shares

1,618,434

PubCo | Business Combination Agreement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Minimum percentage of redemption on outstanding shares of common stock for issuing additional cash consideration

85%

Maximum percentage of redemption on outstanding shares of common stock for issuing deferred cash consideration

85%

Deferred Share Consideration | shares

12,254,902

Earnout consideration | shares

10,000,000

Novibet

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Shares converted | shares

Komisium Limited | Business Combination Agreement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Minimum percentage of redemption on outstanding shares of common stock for issuing additional cash consideration

85%

Maximum percentage of redemption on outstanding shares of common stock for issuing deferred cash consideration

85%

Maximum percentage pf shares to be transferred

30%

Maximum amount of divided to be paid | €

€ 3,579,625

Komisium Limited | PubCo | Business Combination Agreement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Closing Cash Consideration

$ 50,000,000

Closing Share Consideration

$ 500,000,000

Price per share | $ / shares

$ 10.20

Initial Share Premium

$ 598,000

Additional Closing Share Consideration | shares

12,254,902

Number of shares to be retained | shares

65,000

Number of shares issuable | shares

12,254,902

Class B common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Purchase price, per unit | $ / shares

$ 0.006

Issuance of Class B common stock to Sponsor (in shares) | shares

5,031,250

25,000

Common shares, par value (per share) | $ / shares

$ 0.0001

Class B common stock | Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sponsor forfeited common stock | shares

1,618,434

Class A common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of shares in a unit | shares

Common shares, par value (per share) | $ / shares

$ 0.0001

0.0001

$ 0.0001

PubCo Ordinary Share

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Shares converted in to the rights of the holder | shares

Conversion of shares exercisable | shares

Anchor Investor Warrants | Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of Class B common stock to Sponsor (in shares) | shares

1,618,434

Purchase price | $ / shares

$ 8.54

$ 0.006

Anchor Investor Warrants | Class B common stock | Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of Class B common stock to Sponsor (in shares) | shares

1,618,434

Purchase price | $ / shares

$ 0.006

Public Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Purchase price | $ / shares

$ 9.20

Public Warrants | Class A common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of warrants in a unit | shares

0.5

Sponsor

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance costs

$ 25,000

Sponsor | Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of Class B common stock to Sponsor (in shares) | shares

1,618,434

4,312,500

Sponsor | Class B common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sponsor forfeited common stock | shares

1,618,434

Common shares, par value (per share) | $ / shares

$ 0.0001

Sponsor | Class A common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of Class B common stock to Sponsor (in shares) | shares

4,312,500

Sponsor | Anchor Investor Warrants | Class B common stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of Class B common stock to Sponsor (in shares) | shares

1,618,434

Purchase price | $ / shares

$ 0.006

Initial Public Offering

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of units, net of underwriting discounts (in shares) | shares

20,125,000

Purchase price, per unit | $ / shares

$ 10.20

Proceeds from issuance initial public offering

$ 201,250,000

Transaction costs

25,559,771

Underwriting fees

3,825,000

Underwriting commissions

7,043,750

Other offering costs

894,595

1,154,518

Offering cost related to founder shares

13,796,426

Offering cost related to equity

13,158,020

Offering cost

638,407

Payments for investment of cash in trust account

$ 205,275,000

Minimum net tangible assets upon consummation of business combination

$ 5,000,001

Threshold percentage of public shares subject to redemption without company's prior written consent

15%

Issuance costs

$ 25,559,771

Initial Public Offering | Founder Shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of units, net of underwriting discounts (in shares) | shares

20,125,000

Percentage of founder shares issued and outstanding

20%

Initial Public Offering | Public Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of shares in a unit | shares

Number of warrants in a unit | shares

0.50

Number of shares per warrant | shares

Initial Public Offering | Sponsor

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of units, net of underwriting discounts (in shares) | shares

2,732,500

Purchase price, per unit | $ / shares

$ 10

Proceeds from issuance of units

$ 27,325,000

Private Placement | Private Placement Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of private placement warrants (in shares) | shares

8,000,000

Price of warrant | $ / shares

$ 1

Proceeds from issuance of private placement warrants

$ 8,000,000

Private Placement | Anchor Investor Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of private placement warrants (in shares) | shares

2,000,000

Price of warrant | $ / shares

$ 1

Proceeds from issuance of private placement warrants

$ 2,000,000

Private Placement | Sponsor | Anchor Investor Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of private placement warrants (in shares) | shares

2,000,000

Over-allotment option

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of units, net of underwriting discounts (in shares) | shares

2,625,000

Purchase price, per unit | $ / shares

$ 10

Over-allotment option | Anchor Investor Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Proceeds from issuance of private placement warrants

$ 2,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jul. 20, 2022	Jul. 14, 2022	Jun. 30, 2022	Oct. 04, 2021
Cash equivalents	$ 0		$ 0
Minimum net tangible assets upon consummation of business combination	5,000,001
Unrecognized tax benefits	0		0
Unrecognized tax benefits accrued for interest and penalties	0		$ 0
Offering costs		$ 71,134
Underwriting commissions				$ 2,465,312	$ 4,578,438
Other offering costs	13,158,021
Offering costs charged to temporary equity	10,897,232
Additional deferred underwriting fees	350,000
Initial Public Offering
Minimum net tangible assets upon consummation of business combination	5,000,001
Offering costs	25,559,771
Underwriting commissions	7,043,750						$ 7,043,750
Other offering costs	$ 1,154,518						$ 894,595
Class A common stock subject to redemption
Ordinary shares, shares subject to possible redemption	20,125,000		20,125,000			20,125,000
Offering costs charged to temporary equity			$ (11,247,232)
Class A common stock subject to redemption \| Initial Public Offering
Ordinary shares, shares subject to possible redemption	20,125,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Share of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A common stock
Numerator: Net income (loss) allocable to Common Stock	$ 5,687,844		$ 8,298,494
Weighted Average shares of Common Stock outstanding, basic	20,125,000		20,125,000
Weighted Average shares of Common Stock outstanding, diluted	20,125,000		20,125,000
Basic net income/(loss) per share	$ 0.28		$ 0.41
Diluted net income/(loss) per share	$ 0.28		$ 0.41
Class B common stock
Numerator: Net income (loss) allocable to Common Stock	$ 1,421,961	$ (495)	$ 2,074,624	$ (11,189)
Weighted Average shares of Common Stock outstanding, basic	5,031,250	4,375,000	5,031,250	4,375,000
Weighted Average shares of Common Stock outstanding, diluted	5,031,250	4,375,000	5,031,250	4,375,000
Basic net income/(loss) per share	$ 0.28		$ 0.41
Diluted net income/(loss) per share	$ 0.28		$ 0.41

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares		9 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Oct. 04, 2021	Sep. 30, 2022
INITIAL PUBLIC OFFERING
Number of units sold		13,020,000
Purchase price, per unit		$ 10
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	20,125,000
Purchase price, per unit	$ 10.20
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of warrants in a unit	0.50
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	2,625,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement	Oct. 04, 2021 USD ($) $ / shares shares
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued \| shares	8,000,000
Price of warrants \| $ / shares	$ 1
Aggregate purchase price \| $	$ 8,000,000
Anchor Investor Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued \| shares	2,000,000
Price of warrants \| $ / shares	$ 1
Aggregate purchase price \| $	$ 2,000,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				3 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Oct. 04, 2021 $ / shares shares	Mar. 16, 2021 $ / shares shares	Jan. 05, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 13,796,426
Sponsor forfeited common stock		1,618,434
Founder Shares \| Initial Public Offering
Related Party Transaction [Line Items]
Percentage of founder shares issued and outstanding		20%
Founder Shares \| Anchor Investor Warrants
Related Party Transaction [Line Items]
Stock sold	1,618,434
Purchase price \| $ / shares	$ 8.54	$ 0.006
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000
Common shares, shares outstanding (in shares)		5,031,250
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Stock sold	1,618,434		4,312,500

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 04, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Jan. 05, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Repayment of promissory note - related party	$ 162,892
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid			$ 30,000	$ 90,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Price of warrant			$ 1	$ 1
Expenses incurred and paid				$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2022 USD ($) item $ / shares	Sep. 30, 2022 USD ($) item $ / shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item	3	3
Deferred fee per unit \| $ / shares	$ 0.35	$ 0.35
Aggregate deferred underwriting fee payable		$ 7,043,750
Gain from derecognition of deferred underwriting fee payable	$ 7,043,750	$ 7,043,750

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	9 Months Ended
WARRANT LIABILITIES (Details)	Sep. 30, 2022 D $ / shares shares
WARRANT LIABILITIES
Threshold period for filling registration statement after business combination	15 days
Period of time within which registration statement is expected to become effective	60 days
Stock price trigger for redemption of public warrants	$ 9.20
Adjustment of exercise price of warrants based on market value (as a percent)	115%
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00
WARRANT LIABILITIES
Stock price trigger for redemption of public warrants	$ 18
Percentage of adjustment of redemption price of stock based on market value.	180%
Redemption of Public Warrants for Cash
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Redemption of Warrants for Class A Common Stock
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants	$ 10
Threshold consecutive trading days for redemption of public warrants \| D	30
Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	20,062,500
Warrants expiration term	5 years
Public Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	10,062,500
Warrants exercisable term from the completion of business combination	30 days
Warrants expiration term	5 years
Threshold consecutive trading days for redemption of public warrants \| D	20
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	10,000,000

CLASS A COMMON STOCK SUBJECT _3

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) Vote $ / shares shares	Jun. 30, 2022 USD ($) shares	Sep. 30, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Oct. 04, 2021 $ / shares
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Offering Costs allocated to Class A common stock subject to possible redemption			$ 10,897,232
Accretion of Class A common stock subject to possible redemption amount	$ 1,265,293	$ 350,000
Class A common stock subject to redemption
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds from Initial Public Offering				$ 201,250,000
Fair Value of Public Warrants at Issuance				(5,816,125)
Offering Costs allocated to Class A common stock subject to possible redemption				(11,247,232)
Accretion of Class A common stock subject to possible redemption amount			1,265,293	21,088,357
Class A common stock subject to possible redemption	$ 206,540,293		$ 206,540,293	$ 205,275,000
Temporary Equity, shares authorized \| shares	380,000,000		380,000,000
Ordinary shares, shares subject to possible redemption \| shares	20,125,000	20,125,000	20,125,000	20,125,000
Class A common stock
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Common shares, votes per share \| Vote	1		1
Common shares, par value (per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001

STOCKHOLDER'S EQUITY_(DEFICIT)

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

STOCKHOLDER'S EQUITY_(DEFICIT_2

STOCKHOLDER'S EQUITY/(DEFICIT) - Common Stock Shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Jun. 30, 2022 shares	Dec. 31, 2021 $ / shares shares	Oct. 04, 2021 $ / shares
Class A common stock
STOCKHOLDER'S EQUITY/(DEFICIT)
Common shares, shares authorized (in shares)	380,000,000		380,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	0		0
Common shares, shares outstanding (in shares)	0		0
Class A common stock subject to redemption
STOCKHOLDER'S EQUITY/(DEFICIT)
Ordinary shares, shares subject to possible redemption	20,125,000	20,125,000	20,125,000
Class B common stock
STOCKHOLDER'S EQUITY/(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)	5,031,250		5,031,250
Common shares, shares outstanding (in shares)	5,031,250		5,031,250

STOCKHOLDER'S EQUITY_(DEFICIT_3

STOCKHOLDER'S EQUITY/(DEFICIT) - Warrants (Details)				9 Months Ended
STOCKHOLDER'S EQUITY/(DEFICIT) - Warrants (Details)	Oct. 04, 2021 $ / shares shares	Mar. 16, 2021 $ / shares shares	Jan. 05, 2021 shares	Sep. 30, 2022
Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Shares subject to forfeiture		1,618,434
Common stock, conversion basis				The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial business combination on a one-for-one basis
Anchor Investor Warrants \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Stock sold	1,618,434
Share Price \| $ / shares	$ 8.54	$ 0.006
Class B common stock
STOCKHOLDER'S EQUITY/(DEFICIT)
Stock sold		5,031,250	25,000
Ratio to be applied to the stock in the conversion				25
Class B common stock \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Shares subject to forfeiture	1,618,434
Class B common stock \| Anchor Investor Warrants \| Founder Shares
STOCKHOLDER'S EQUITY/(DEFICIT)
Stock sold	1,618,434
Share Price \| $ / shares	$ 0.006

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 206,540,293	$ 205,284,883
Level 1
Assets:
Investments held in Trust Account	206,540,293	205,284,883
Level 1 \| Public Warrants
Liabilities:
Warrant liability	1,006,250	4,943,706
Level 2 \| Private Placement Warrants
Liabilities:
Warrant liability	$ 1,000,000	$ 4,913,000