L Catterton Asia Acquisition 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-40196
Entity Registrant Name	L Catterton Asia Acquisition Corp
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	98-1577355
Entity Address, Address Line One	8 Marina View
Entity Address, Address Line Two	Asia Square Tower 1
Entity Address, Address Line Three	41-03
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	018960
City Area Code	65
Local Phone Number	6672 7600
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	0001841024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	LCAAU
Security Exchange Name	NASDAQ
Class A Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	LCAA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,650,874
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.50 per share
Trading Symbol	LCAAW
Security Exchange Name	NASDAQ
Class B Ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,162,718

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 66,995	$ 591,197
Prepaid expenses	202,771	428,051
Total Current Assets	269,766	1,019,248
Prepaid expense - noncurrent		80,919
Marketable securities held in Trust Account	288,240,632	286,531,700
TOTAL ASSETS	288,510,398	287,631,867
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit
Accounts payable and accrued expenses	1,199,389	309,736
Due to related party	1,509,830	30,000
Total Current Liabilities	2,709,219	339,736
Deferred underwriting fee	10,027,806	10,027,806
Warrant liability	601,483	11,879,289
Total Liabilities	13,338,508	22,246,831
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(13,069,459)	(21,147,381)
Total Shareholders' Deficit	(13,068,742)	(21,146,664)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	288,510,398	287,631,867
Class A ordinary shares subject to possible redemption
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit
Class A ordinary shares subject to possible redemption, 28,650,874 shares at September 30, 2022 and December 31, 2021, respectively	288,240,632	286,531,700
Class B Ordinary shares
SHAREHOLDERS' DEFICIT
Ordinary shares	$ 717	$ 717

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 (in shares)	2,000,000	2,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Class A ordinary shares subject to possible redemption
Number of shares subject to redemption	28,650,874	28,650,874
Class A ordinary shares not subject to possible redemption
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	7,162,718	7,162,718
Ordinary shares, shares outstanding (in shares)	7,162,718	7,162,718

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs	$ 1,681,305	$ 229,110	$ 3,199,884	$ 578,966
Loss from operations	(1,681,305)	(229,110)	(3,199,884)	(578,966)
Other income (expense):
Interest earned on marketable securities held in Trust Account	1,293,284	3,686	1,708,932	16,904
Offering costs allocated to warrants				(695,493)
Change in fair value of warrant liability	957,093	3,759,269	11,277,806	8,568,615
Total other income, net	2,250,377	3,762,955	12,986,738	7,890,026
Net income	$ 569,072	$ 3,533,845	$ 9,786,854	$ 7,311,060
Class A Ordinary shares
Other income (expense):
Weighted average shares outstanding basic	28,650,874	28,650,874	28,650,874	21,179,617
Weighted average shares outstanding diluted	28,650,874	28,650,874	28,650,874	21,179,617
Basic net income per share	$ 0.02	$ 0.10	$ 0.27	$ 0.26
Diluted net income per share	$ 0.02	$ 0.10	$ 0.27	$ 0.26
Class B Ordinary shares
Other income (expense):
Weighted average shares outstanding basic	7,162,718	7,162,718	7,162,718	6,735,424
Weighted average shares outstanding diluted	7,162,718	7,162,718	7,162,718	6,735,424
Basic net income per share	$ 0.02	$ 0.10	$ 0.27	$ 0.26
Diluted net income per share	$ 0.02	$ 0.10	$ 0.27	$ 0.26

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Ordinary shares Common Stock	Class A Ordinary shares	Class B Ordinary shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 04, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 04, 2021	0		0
Increase (Decrease) in Stockholders' Equity
Class B ordinary shares issued to Sponsor			$ 719	24,281	0	25,000
Class B ordinary shares issued to Sponsor (in shares)			7,187,500
Sale of Units, net of underwriting discount and offering expenses, and fair value of Public Warrants	$ 2,865			258,602,849	0	258,605,714
Sale of Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares)	28,650,874
Proceeds received in excess of fair value of Private Placement Warrants				1,266,251		1,266,251
Net loss				0	(1,090,322)	(1,090,322)
Ordinary shares subject to possible redemption	$ (2,865)			(259,893,381)	(26,615,472)	(286,511,718)
Ordinary shares subject to possible redemption (in shares)	28,650,874
Balance at the end at Mar. 31, 2021			$ 719	0	(27,705,794)	(27,705,075)
Balance at the end (in shares) at Mar. 31, 2021			7,187,500
Balance at the beginning at Jan. 04, 2021	$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 04, 2021	0		0
Increase (Decrease) in Stockholders' Equity
Sale of Units, net of underwriting discount and offering expenses, and fair value of Public Warrants (in shares)		28,650,874
Proceeds received in excess of fair value of Private Placement Warrants					0
Balance at the end at Jun. 30, 2021			$ 717	0	(27,848,496)	(22,847,779)
Balance at the end (in shares) at Jun. 30, 2021	0		7,162,718
Balance at the beginning at Jan. 04, 2021	$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 04, 2021	0		0
Increase (Decrease) in Stockholders' Equity
Net loss						7,311,060
Balance at the end at Sep. 30, 2021			$ 717	0	(19,318,337)	(19,317,620)
Balance at the end (in shares) at Sep. 30, 2021			7,162,718
Balance at the beginning at Mar. 31, 2021			$ 719	0	(27,705,794)	(27,705,075)
Balance at the beginning (in shares) at Mar. 31, 2021			7,187,500
Increase (Decrease) in Stockholders' Equity
Forfeiture of Class B common stock held by initial stockholders			$ (2)	0	2
Forfeiture of Class B common stock held by initial stockholders (in shares)			(24,782)
Net loss				0	4,867,537	4,867,537
Ordinary shares subject to possible redemption				0	(10,241)	(10,241)
Balance at the end at Jun. 30, 2021			$ 717	0	(27,848,496)	(22,847,779)
Balance at the end (in shares) at Jun. 30, 2021	0		7,162,718
Increase (Decrease) in Stockholders' Equity
Net loss				0	3,533,845	3,533,845
Ordinary shares subject to possible redemption				0	(3,686)	(3,686)
Balance at the end at Sep. 30, 2021			$ 717	$ 0	(19,318,337)	(19,317,620)
Balance at the end (in shares) at Sep. 30, 2021			7,162,718
Balance at the beginning at Dec. 31, 2021			$ 717		(21,147,381)	(21,146,664)
Balance at the beginning (in shares) at Dec. 31, 2021	0		7,162,718
Increase (Decrease) in Stockholders' Equity
Net loss					4,733,343	4,733,343
Ordinary shares subject to possible redemption					(28,733)	(28,733)
Balance at the end at Mar. 31, 2022			$ 717		(16,442,771)	(16,442,054)
Balance at the end (in shares) at Mar. 31, 2022	0		7,162,718
Balance at the beginning at Dec. 31, 2021			$ 717		(21,147,381)	(21,146,664)
Balance at the beginning (in shares) at Dec. 31, 2021	0		7,162,718
Increase (Decrease) in Stockholders' Equity
Net loss						9,786,854
Balance at the end at Sep. 30, 2022			$ 717		(13,069,459)	(13,068,742)
Balance at the end (in shares) at Sep. 30, 2022			7,162,718
Balance at the beginning at Mar. 31, 2022			$ 717		(16,442,771)	(16,442,054)
Balance at the beginning (in shares) at Mar. 31, 2022	0		7,162,718
Increase (Decrease) in Stockholders' Equity
Net loss					4,484,439	4,484,439
Ordinary shares subject to possible redemption					(386,915)	(386,915)
Balance at the end at Jun. 30, 2022			$ 717		(12,345,247)	(12,344,530)
Balance at the end (in shares) at Jun. 30, 2022	0		7,162,718
Increase (Decrease) in Stockholders' Equity
Net loss					569,072	569,072
Ordinary shares subject to possible redemption					(1,293,284)	(1,293,284)
Balance at the end at Sep. 30, 2022			$ 717		$ (13,069,459)	$ (13,068,742)
Balance at the end (in shares) at Sep. 30, 2022			7,162,718

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$ 9,786,854	$ 7,311,060
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (1,293,284)	$ (3,686)	(1,708,932)	(16,904)
Offering costs allocated to warrants				695,493
Change in fair value of warrant liability	(957,093)	(3,759,269)	(11,277,806)	(8,568,615)
Changes in operating assets and liabilities:
Prepaid expenses			306,199	(448,447)
Other assets				(189,984)
Accounts payable and accrued expenses			889,653	46,610
Due to related party			1,479,830	40,000
Net cash flows used in operating activities			(524,202)	(1,130,787)
CASH FLOWS FROM INVESTING ACTIVITIES
Marketable securities held in Trust Account				(286,508,741)
Net cash flows used in financing activities				(286,508,741)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class B ordinary shares to Sponsor				25,000
Proceeds from sale of Units, net of underwriting discount				280,778,566
Proceeds from sale of Private Placement Warrants				8,230,176
Payment of offering costs				(709,897)
Net cash flows provided by financing activities				288,323,845
Net Change in Cash			(524,202)	684,317
Cash - Beginning of period			591,197
Cash - End of period	$ 66,995	$ 684,317	66,995	684,317
Non-Cash investing and financing activities:
Initial classification of ordinary shares subject to possible redemption				80,000
Change in ordinary shares subject to possible redemption				16,905
Subsequent remeasurement of Class A ordinary shares subject to possible redemption			$ 1,708,932
Deferred underwriters' discount payable charged to additional paid-in capital				$ 10,027,806

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations L Catterton Asia Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 5, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company except that we will not acquire any target company whose primary business is investing in oil or gas reserves or real estate. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, its Initial Public Offering (“IPO”), described below, and subsequent to the IPO, identifying and evaluating prospective acquisition targets for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is LCA Acquisition Sponsor, LP, a Cayman Islands limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO of 25,000,000 units (the “Units” and, with respect to ordinary share included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the issuance and sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,500,000, which is discussed in Note 4. Transaction costs amounted to $16,467,878 consisting of $5,730,175 of underwriting discount, $10,027,806 of deferred underwriting discount, and $709,897 of other offering costs. Following the closing of the IPO on March 15, 2021, $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (i) to the Company, until the completion of the initial Business Combination, or (ii) to the Company’s Public Shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination prior to March 15, 2023 (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption of the Public Shares if the Company has not consummated its Business Combination with the Combination Period, subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. The Company will have until March 15, 2023 (the “Combination Period”) to complete the Business Combination. However, if the Company is unable to complete a Business Combination within during the Combination Period or during any extension period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an 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 prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had $66,995 in its operating bank account. As of September 30, 2022, the Company had a working capital deficit of $2,439,453. The Company’s liquidity needs up to its IPO were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net 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 officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2022, there were no amounts outstanding under any working capital loan. The Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company obtained a commitment from the Sponsor to fund any working capital needs of the Company at least one year from the issuance of these financial statements through loans of up to an aggregate of $500,000. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the mandatory liquidation and subsequent dissolution, should the Company be unable to complete an initial business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until March 15, 2023, 24 months from the closing of the initial public offering, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by the specified period. If an initial business combination is not consummated by March 15, 2023, there will be a mandatory liquidation and subsequent dissolution. 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. The Company intends to complete an initial business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by March 15, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had marketable securities totaling $288,240,632 and $286,531,700 at September 30, 2022 and December 31, 2021, respectively. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. The Company’s portfolio of marketable securities held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Class A Ordinary shares Subject to Possible Redemption The Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the 28,650,874 Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2022, the ordinary shares reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 286,508,742 Less: ​ ​ Proceeds allocated to Public Warrants ​ (12,130,642) Class A ordinary shares issuance costs ​ (15,772,384) Plus: ​ ​ Excess of proceeds over fair value of Private Warrants ​ 1,266,251 Remeasurement of carrying value to redemption value ​ 26,659,733 Interest ​ 28,733 Class A ordinary shares subject to possible redemption, as of March 31, 2022 ​ $ 286,560,433 Plus: Interest ​ ​ 386,915 Class A ordinary shares subject to possible redemption, as of June 30, 2022 ​ $ 286,947,348 Plus: Interest ​ ​ 1,293,284 Class A ordinary shares subject to possible redemption, as of September 30, 2022 ​ $ 288,240,632 ​ Income Taxes 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,174 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A ordinary share and Class B ordinary share outstanding, allocated proportionally to each class of ordinary share. Reconciliation of Net Income per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of ordinary shares. The allocable net income (loss) is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income (loss) per ordinary share is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ Net income allocable to Class A common stock ​ $ 455,258 ​ $ 2,827,076 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 28,650,874 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ Net income (loss) allocable to Class B common stock ​ $ 113,814 ​ $ 706,769 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,162,718 ​ 7,162,718 Basic and diluted net income (loss) per common share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ January 5, ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ (inception) ​ ​ Nine Months Ended ​ through ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock ​ $ 7,829,483 ​ $ 5,547,026 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 21,179,617 Basic and diluted net income per share ​ $ 0.27 ​ $ 0.26 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ ​ ​ Net income allocable to Class B common stock ​ $ 1,957,371 ​ $ 1,764,034 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ ​ 7,162,718 ​ ​ 6,735,424 Basic and diluted net income per common share ​ $ 0.27 ​ $ 0.26 ​ 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. Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering.
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO on March 15, 2021, the Company sold 25,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176. A portion of the proceeds from the sales of Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described in Note 7) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Founder Shares On January 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On March 24, 2021, the Underwriters partially exercised the over-allotment option which resulted in 912,719 of the Founder Shares no longer subject to forfeiture. On April 24, 2021, the underwriters’ over-allotment option to purchase up to an additional 99,126 additional units expired, having not been exercised, and accordingly, 24,782 Class B ordinary shares were forfeited by the Company’s initial shareholders for no consideration. The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s Sponsor, officers and directors with respect to any Founder Shares. Due to Related Party Commencing on the date the securities of the Company were first listed on the Nasdaq Capital Market, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services incurred on behalf of members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. A total of $90,000 and $65,000 has been incurred for the nine months ended September 30, 2022 and for the period from January 5, 2021 (Inception) to September 30, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company owed the Sponsor $1,509,830 and $30,000, respectively. The due to related party at September 30, 2022 is comprised of approximately $1,389,774 in amounts owed related to expenses the Sponsor paid on behalf of the Company and $120,056 in amounts owed pertaining to administrative services, office space and secretarial support provided by the Sponsor. The due to related party of $30,000 at December 31, 2021 related to administrative services provided by the Sponsor. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. On April 11, 2022, the Company obtained a commitment from the Sponsor to fund any working capital needs of the Company at least one year from the issuance of these financial statements through loans of up to an aggregate of $500,000.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the effective date of the IPO. The holders 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 Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day On March 15, 2021, the Company paid an underwriting discount of $5,000,000, and on March 24, 2021, the Company paid an additional underwriting discount of $730,175 for over-allotment units sold. Additionally, $10,027,806 will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended
	Sep. 30, 2022
Shareholders' Deficit
Shareholders' Deficit	Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary shares Class B Ordinary shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Company’s Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its Sponsors, or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 8 — Recurring Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant ​ Significant ​ ​ ​ ​ ​ Prices In ​ Other ​ Other ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ ​ September 30, ​ Markets ​ Inputs ​ Inputs ​ 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account $ 288,240,632 ​ $ 288,240,632 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Liability ​ $ 382,012 ​ ​ 382,012 ​ ​ — ​ $ — Private Placement Warrants Liability ​ ​ 219,471 ​ ​ — ​ ​ — ​ ​ 219,471 ​ ​ $ 601,483 ​ $ 382,012 ​ $ — ​ $ 219,471 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ Significant ​ Significant ​ ​ ​ ​ ​ Prices In ​ Other ​ Other ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ ​ December 31, ​ Markets ​ Inputs ​ Inputs ​ 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 286,531,700 ​ $ 286,531,700 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants Liability ​ $ 7,544,730 ​ 7,544,730 ​ — ​ $ — Private Placement Warrants Liability ​ 4,334,559 ​ — ​ — ​ 4,334,559 ​ ​ $ 11,879,289 ​ $ 7,544,730 ​ $ — ​ $ 4,334,559 ​ The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations. ​ The Company established the initial fair value of the Public Warrants and Private Warrants on March 15, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of September 30, 2022 and December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2022 and December 31, 2021 due to the use of unobservable inputs. In the period ending September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. Transfers between levels are recorded at the end of each reporting period. There were no transfers between levels during the nine months ended September 30, 2022 and for the period from January 5, 2021 (Inception) through September 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs September 30, 2022 December 31, 2021 ​ Risk-free interest rate ​ ​ 3.96 % ​ 1.29 % Dividend rate ​ ​ 0.0 % ​ 0.0 % Expected term (years) ​ 5.46 ​ 5.46 ​ Expected volatility ​ 4.5 % 15.3 % Share price – asset price ​ $ 9.91 ​ $ 9.73 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ ​

Subsequent Events

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

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had marketable securities totaling $288,240,632 and $286,531,700 at September 30, 2022 and December 31, 2021, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. The Company’s portfolio of marketable securities held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary shares Subject to Possible Redemption The Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the 28,650,874 Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2022, the ordinary shares reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 286,508,742 Less: ​ ​ Proceeds allocated to Public Warrants ​ (12,130,642) Class A ordinary shares issuance costs ​ (15,772,384) Plus: ​ ​ Excess of proceeds over fair value of Private Warrants ​ 1,266,251 Remeasurement of carrying value to redemption value ​ 26,659,733 Interest ​ 28,733 Class A ordinary shares subject to possible redemption, as of March 31, 2022 ​ $ 286,560,433 Plus: Interest ​ ​ 386,915 Class A ordinary shares subject to possible redemption, as of June 30, 2022 ​ $ 286,947,348 Plus: Interest ​ ​ 1,293,284 Class A ordinary shares subject to possible redemption, as of September 30, 2022 ​ $ 288,240,632
Income Taxes	Income Taxes 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,174 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A ordinary share and Class B ordinary share outstanding, allocated proportionally to each class of ordinary share. Reconciliation of Net Income per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of ordinary shares. The allocable net income (loss) is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income (loss) per ordinary share is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ Net income allocable to Class A common stock ​ $ 455,258 ​ $ 2,827,076 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 28,650,874 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ Net income (loss) allocable to Class B common stock ​ $ 113,814 ​ $ 706,769 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,162,718 ​ 7,162,718 Basic and diluted net income (loss) per common share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ January 5, ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ (inception) ​ ​ Nine Months Ended ​ through ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock ​ $ 7,829,483 ​ $ 5,547,026 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 21,179,617 Basic and diluted net income per share ​ $ 0.27 ​ $ 0.26 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ ​ ​ Net income allocable to Class B common stock ​ $ 1,957,371 ​ $ 1,764,034 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ ​ 7,162,718 ​ ​ 6,735,424 Basic and diluted net income per common share ​ $ 0.27 ​ $ 0.26 ​
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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies
Reconciliation of ordinary shares reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds from IPO $ 286,508,742 Less: ​ ​ Proceeds allocated to Public Warrants ​ (12,130,642) Class A ordinary shares issuance costs ​ (15,772,384) Plus: ​ ​ Excess of proceeds over fair value of Private Warrants ​ 1,266,251 Remeasurement of carrying value to redemption value ​ 26,659,733 Interest ​ 28,733 Class A ordinary shares subject to possible redemption, as of March 31, 2022 ​ $ 286,560,433 Plus: Interest ​ ​ 386,915 Class A ordinary shares subject to possible redemption, as of June 30, 2022 ​ $ 286,947,348 Plus: Interest ​ ​ 1,293,284 Class A ordinary shares subject to possible redemption, as of September 30, 2022 ​ $ 288,240,632
Reconciliation of basic and diluted income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ Net income allocable to Class A common stock ​ $ 455,258 ​ $ 2,827,076 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 28,650,874 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ Net income (loss) allocable to Class B common stock ​ $ 113,814 ​ $ 706,769 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,162,718 ​ 7,162,718 Basic and diluted net income (loss) per common share ​ $ 0.02 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ January 5, ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ (inception) ​ ​ Nine Months Ended ​ through ​ ​ September 30, ​ September 30, ​ 2022 2021 Class A Common Stock ​ ​ ​ ​ ​ ​ Net income allocable to Class A common stock ​ $ 7,829,483 ​ $ 5,547,026 ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,650,874 ​ 21,179,617 Basic and diluted net income per share ​ $ 0.27 ​ $ 0.26 ​ ​ ​ ​ ​ ​ ​ Class B Common Stock ​ ​ ​ ​ Net income allocable to Class B common stock ​ $ 1,957,371 ​ $ 1,764,034 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ ​ 7,162,718 ​ ​ 6,735,424 Basic and diluted net income per common share ​ $ 0.27 ​ $ 0.26

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Recurring Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant ​ Significant ​ ​ ​ ​ ​ Prices In ​ Other ​ Other ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ ​ September 30, ​ Markets ​ Inputs ​ Inputs ​ 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account $ 288,240,632 ​ $ 288,240,632 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Liability ​ $ 382,012 ​ ​ 382,012 ​ ​ — ​ $ — Private Placement Warrants Liability ​ ​ 219,471 ​ ​ — ​ ​ — ​ ​ 219,471 ​ ​ $ 601,483 ​ $ 382,012 ​ $ — ​ $ 219,471 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ Significant ​ Significant ​ ​ ​ ​ ​ Prices In ​ Other ​ Other ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ ​ December 31, ​ Markets ​ Inputs ​ Inputs ​ 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 286,531,700 ​ $ 286,531,700 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants Liability ​ $ 7,544,730 ​ 7,544,730 ​ — ​ $ — Private Placement Warrants Liability ​ 4,334,559 ​ — ​ — ​ 4,334,559 ​ ​ $ 11,879,289 ​ $ 7,544,730 ​ $ — ​ $ 4,334,559
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs September 30, 2022 December 31, 2021 ​ Risk-free interest rate ​ ​ 3.96 % ​ 1.29 % Dividend rate ​ ​ 0.0 % ​ 0.0 % Expected term (years) ​ 5.46 ​ 5.46 ​ Expected volatility ​ 4.5 % 15.3 % Share price – asset price ​ $ 9.91 ​ $ 9.73 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​

Organization and Business Ope_2

Organization and Business Operations (Details)			6 Months Ended	9 Months Ended
	Mar. 24, 2021 USD ($)	Mar. 15, 2021 USD ($) $ / shares shares	Jun. 30, 2021 shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Subsidiary, Sale of Stock
Proceeds from sale of Private Placement Warrants					$ 8,230,176
Deferred underwriting fee				$ 10,027,806		$ 10,027,806
Operating bank account balance				$ 66,995		$ 591,197
Condition for future business combination number of businesses minimum				1
Payments for investment of cash in Trust Account					$ 286,508,741
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Threshold business days for redemption of public shares				10 days
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				2 days
Amount in the Trust Account per public share | $ / shares				$ 10
Interest to pay dissolution expenses				$ 100,000
Class A Ordinary shares
Subsidiary, Sale of Stock
Number of units sold | shares			28,650,874
Common shares, par value, (per share) | $ / shares				$ 0.0001		$ 0.0001
Private Placement Warrants Liability
Subsidiary, Sale of Stock
Sale of Private Placement Warrants (in shares) | shares		5,000,000
Price of warrant | $ / shares		$ 1.50		$ 1.50
Initial Public Offering
Subsidiary, Sale of Stock
Number of units sold | shares		25,000,000
Share price | $ / shares | $ / shares		$ 10
Proceeds from issuance initial public offering		$ 250,000,000
Transaction Costs	$ 16,467,878
Underwriting fees	5,730,175
Deferred underwriting fee				$ 10,027,806
Other offering costs				$ 709,897
Payments for investment of cash in Trust Account		250,000,000
Private Placement
Subsidiary, Sale of Stock
Proceeds from sale of Private Placement Warrants		$ 7,500,000
Private Placement | Private Placement Warrants Liability
Subsidiary, Sale of Stock
Sale of Private Placement Warrants (in shares) | shares				5,000,000
Proceeds from sale of Private Placement Warrants	$ 730,176

Organization and Business Ope_3

Organization and Business Operations - Liquidity and Capital Resources (Details) - USD ($)		9 Months Ended
	Apr. 11, 2022	Sep. 30, 2022	Dec. 31, 2021
Operating bank account balance		$ 66,995	$ 591,197
Working capital		(2,439,453)
Capital contribution		25,000
Loan from sponsor		300,000
Amount due to related party		1,509,830	30,000
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000
Minimum net tangible assets		5,000,001
Working capital loans warrant
Amount due to related party		$ 0	$ 0
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Mar. 24, 2021
Significant Accounting Policies.
Marketable securities	$ 288,240,632		$ 286,531,700
Offering costs allocated to warrants		$ 695,493
Unrecognized tax benefits	0		0
Accrued Interest and penalties	$ 0		$ 0
Anti-dilutive securities attributable to warrants (in shares)	15,037,174
Initial Public Offering
Significant Accounting Policies.
Transaction Costs				$ 16,467,878
Class A ordinary shares subject to possible redemption
Significant Accounting Policies.
Number of shares subject to redemption	28,650,874		28,650,874

Significant Accounting Polici_5

Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - Class A ordinary shares subject to possible redemption - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies.
Gross proceeds from IPO			$ 286,508,742
Proceeds allocated to Public Warrants			(12,130,642)
Excess of proceeds over fair value of Private Warrants			1,266,251
Class A ordinary shares issuance costs			(15,772,384)
Remeasurement of carrying value to redemption value			26,659,733
Interest	$ 1,293,284	$ 386,915	28,733
Class A ordinary shares subject to possible redemption	$ 288,240,632	$ 286,947,348	$ 286,560,433	$ 286,531,700

Significant Accounting Polici_6

Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Ordinary shares
Significant Accounting Policies.
Net income allocable to Class A common stock	$ 455,258	$ 2,827,076	$ 5,547,026	$ 7,829,483
Weighted average shares outstanding basic	28,650,874	28,650,874	21,179,617	28,650,874	21,179,617
Weighted average shares outstanding diluted	28,650,874	28,650,874	21,179,617	28,650,874	21,179,617
Net net income (loss) per share basic	$ 0.02	$ 0.10		$ 0.27	$ 0.26
Net net income (loss) per share diluted	$ 0.02	$ 0.10	$ 0.26	$ 0.27	$ 0.26
Class B Ordinary shares
Significant Accounting Policies.
Net income allocable to Class A common stock	$ 113,814	$ 706,769	$ 1,764,034	$ 1,957,371
Weighted average shares outstanding basic	7,162,718	7,162,718	6,735,424	7,162,718	6,735,424
Weighted average shares outstanding diluted	7,162,718	7,162,718	6,735,424	7,162,718	6,735,424
Net net income (loss) per share basic	$ 0.02	$ 0.10	$ 0.26	$ 0.27	$ 0.26
Net net income (loss) per share diluted	$ 0.02	$ 0.10	$ 0.26	$ 0.27	$ 0.26

Initial Public Offering - Publi

Initial Public Offering - Public Units (Details) - USD ($)	Mar. 15, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock
Exercise price of warrants		$ 9.20
Initial Public Offering
Subsidiary, Sale of Stock
Number of units sold	25,000,000
Share price | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 250,000,000
Number of shares issuable per warrant	0.33
Number of shares per Unit	1
Number of warrants per Unit	1
Exercise price of warrants	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)			9 Months Ended
	Mar. 24, 2021	Mar. 15, 2021	Sep. 30, 2022	Sep. 30, 2021
Subsidiary, Sale of Stock
Aggregate purchase price				$ 8,230,176
Period of consummate initial business combination			24 months
Exercise price of warrant			$ 9.20
Threshold number of days after completion of the initial business combination			30 days
Private Placement Warrants Liability
Subsidiary, Sale of Stock
Number of warrants to purchase shares issued		5,000,000
Price of warrants		$ 1.50	$ 1.50
Over-allotment option | Private Placement Warrants Liability
Subsidiary, Sale of Stock
Additional Units Sold Of Shares	486,784
Private Placement
Subsidiary, Sale of Stock
Aggregate purchase price		$ 7,500,000
Private Placement | Private Placement Warrants Liability
Subsidiary, Sale of Stock
Number of warrants to purchase shares issued			5,000,000
Aggregate purchase price	$ 730,176
Exercise price of warrant	$ 1.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)			3 Months Ended
	Apr. 24, 2021 shares	Jan. 12, 2021 USD ($) item $ / shares shares	Mar. 31, 2021 USD ($)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares	Mar. 24, 2021 shares
Related Party Transaction
Aggregate purchase price | $			$ 25,000
Class B Ordinary shares
Related Party Transaction
Ordinary shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Founder Shares
Related Party Transaction
Shares forfeited | shares	24,782
Founder Shares | Over-Allotment Option [Member]
Related Party Transaction
Shares forfeited | shares	99,126
Founder Shares | Sponsor | Over-Allotment Option [Member]
Related Party Transaction
Maximum common stock shares subject to forfeiture						912,719
Founder Shares | Sponsor | Class B Ordinary shares
Related Party Transaction
Aggregate purchase price | $		$ 25,000
Share price | $ / shares | $ / shares		$ 0.003
Number of shares issued		7,187,500
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class B Ordinary shares | Over-Allotment Option [Member]
Related Party Transaction
Shares subject to forfeiture		937,500

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		9 Months Ended
	Apr. 11, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction
Due to related party		$ 1,509,830		$ 30,000
Proceeds from promissory note - related party		300,000
Expenses per month		10,000
Expenses incurred and paid		90,000	$ 65,000
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000
Sponsor [Member]
Related Party Transaction
Due to related party		1,509,830		30,000
Administrative Support Agreement | Sponsor [Member]
Related Party Transaction
Due to related party		120,056		30,000
Related Party Loans | Sponsor [Member]
Related Party Transaction
Due to related party		1,389,774
Working capital loans warrant
Related Party Transaction
Due to related party		0		$ 0
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1.50
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000

Commitments and Contingencies (

Commitments and Contingencies (Details)				9 Months Ended
	Mar. 15, 2022 USD ($)	Mar. 24, 2021 USD ($) shares	Mar. 15, 2021 USD ($) shares	Sep. 30, 2022 item shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities | item				3
Initial Public Offering
Loss Contingencies [Line Items]
Number of units sold | shares			25,000,000
Over-allotment option
Loss Contingencies [Line Items]
Underwriting option period				45 days
Underwriter cash discount | $		$ 730,175	$ 5,000,000
Number of units sold | shares		3,650,874		3,750,000
Aggregate deferred underwriting fee payable | $	$ 10,027,806

Shareholders' Deficit - Preferr

Shareholders' Deficit - Preferred Stock Shares (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Shareholders' Deficit
Preferred shares, shares authorized (in shares)	2,000,000	2,000,000
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit - Common

Shareholders' Deficit - Common Stock Shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock
Aggregated shares issuable upon converted basis (in percent)	20%
Class A Ordinary shares
Class of Stock
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption
Class of Stock
Shares subject to possible redemption	28,650,874	28,650,874
Class A ordinary shares not subject to possible redemption
Class of Stock
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Common Class B [Member]
Class of Stock
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share | Vote	1
Ordinary shares, shares issued (in shares)	7,162,718	7,162,718
Ordinary shares, shares outstanding (in shares)	7,162,718	7,162,718

Shareholders' Deficit (Details)

Shareholders' Deficit (Details)		9 Months Ended
	Mar. 15, 2021 D item $ / shares	Sep. 30, 2022 $ / shares
Class of Warrant or Right
Public Warrants exercisable term after initial Business Combination	12 months
Public Warrants expiration term	5 years
Gross proceeds from issuance as percentage of total equity proceeds (in percent)		60%
Threshold consecutive trading days for redemption of public warrants		20 days
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		180%
Exercise price of warrants		$ 9.20
Stock price trigger for redemption of public warrants (in dollars per share)		18
Share price		$ 9.20
Threshold period for filling registration statement after business combination | item	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115%
Share redemption trigger price		$ 10
Public Warrants [Member]
Class of Warrant or Right
Public Warrants exercisable term from the closing of the initial public offering	30 days
Period of time within which registration statement is expected to become effective	60 days
Multiplier used in calculating warrant exercise price	0.361
Number of trading days on which fair market value of shares is reported | D	10
Exercise price of warrants	$ 11.50
Maximum threshold period for registration statement to become effective after business combination | D	60
Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants	30 days
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right
Redemption price per public warrant (in dollars per share)	$ 0.10
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants	30 days
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
U.S. Money Market held in Trust Account	$ 288,240,632	$ 286,531,700
Liabilities:
Warrant liability	601,483	11,879,289
Recurring
Assets:
U.S. Money Market held in Trust Account	288,240,632	286,531,700
Liabilities:
Warrant liability	601,483	11,879,289
Recurring | Public Warrants Liability
Liabilities:
Warrant liability	382,012	7,544,730
Recurring | Private Placement Warrants [Member]
Liabilities:
Warrant liability	219,471	4,334,559
Fair Value, Inputs, Level 1 [Member] | Recurring
Assets:
U.S. Money Market held in Trust Account	288,240,632	286,531,700
Liabilities:
Warrant liability	382,012	7,544,730
Fair Value, Inputs, Level 1 [Member] | Recurring | Public Warrants Liability
Liabilities:
Warrant liability	382,012	7,544,730
Fair Value, Inputs, Level 3 [Member] | Recurring
Liabilities:
Warrant liability	219,471	4,334,559
Fair Value, Inputs, Level 3 [Member] | Recurring | Private Placement Warrants [Member]
Liabilities:
Warrant liability	$ 219,471	$ 4,334,559

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) item $ / shares Y	Sep. 30, 2021 USD ($)	Dec. 31, 2021 item Y $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Transfer of liabilities between Level 1 to Level 2	$ 0	$ 0
Transfer of liabilities between Level 2 to Level 1	0	0
Transfer of Liabilities into/out of Level 3	0	0
Transfer of Liabilities into/out of Level 3	$ 0	$ 0
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | item	0.0396		0.0129
Dividend rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | item	0		0
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | Y	5.46		5.46
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | item	0.045		0.153
Share price - asset price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | $ / shares	9.91		9.73
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative liability measurement input | $ / shares	11.50		11.50