AF Acquisition (AFAQ) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 21, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40248
Entity Registrant Name	AF ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1456857
Entity Address, Address Line One	241 Bradley Place
Entity Address, Address Line Two	Suite c
Entity Address, City or Town	Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33480
City Area Code	561
Local Phone Number	838-9494
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	0001841661
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol	AFAQU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AFAQ
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		22,400,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	AFAQW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information
Entity Common Stock, Shares Outstanding		5,600,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 66,851	$ 781,302
Prepaid expenses, current	96,833	210,000
Total current assets	163,684	991,302
Investments held in Trust Account	225,378,078	224,039,393
Prepaid expenses, non-current		44,333
Total Assets	225,541,762	225,075,028
Current liabilities:
Accrued expenses - related party	21,667	6,667
Accounts payable and accrued expenses	86,757	25,875
Income taxes payable	221,839
Franchise tax payable	71,045	193,425
Convertible promissory note - related party	17,300
Total current liabilities	418,608	225,967
Warrant liabilities	478,134	7,052,467
Deferred underwriting fee payable	7,840,000	7,840,000
Total Liabilities	8,736,742	15,118,434
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(8,130,461)	(14,043,966)
Total Stockholders' Deficit	(8,129,901)	(14,043,406)
Total Liabilities, Redeemable Class A Common Stock, and Stockholders' Deficit	225,541,762	225,075,028
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock, $0.0001 par value, subject to possible redemption; 100,000,000 shares authorized and 22,400,000 shares issued and outstanding at redemption value of $10.04 and $10.00, respectively	224,934,921	224,000,000
Class A common stock not subject to possible redemption
Stockholders' Deficit:
Common stock	0	0
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 560	$ 560

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Temporary equity, shares outstanding	22,400,000	22,400,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock Subject to Possible Redemption
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	100,000,000	100,000,000
Temporary equity, shares issued	22,400,000	22,400,000
Temporary equity, shares outstanding	22,400,000	22,400,000
Temporary equity, redemption price per share	$ 10.04	$ 10
Class A Common Stock Not Subject to Possible Redemption
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,600,000	5,600,000
Common stock, shares outstanding	5,600,000	5,600,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 239,672	$ 198,167	$ 915,566	$ 419,325
Franchise tax expense	50,273	50,273	149,290	139,344
Loss from operations	(289,945)	(248,440)	(1,064,856)	(558,669)
Expensed offering costs				(686,818)
Unrealized gain on investments held in Trust Account	1,017,915	11,517	1,378,078	14,017
Dividend income		4,265		4,265
Loss on sale of private placement warrants				(224,333)
Gain on change in fair value of warrant liabilities	1,240,200	3,869,933	6,574,333	11,833,800
Gain on change in fair value of convertible promissory note - related party	3,000		3,000
Interest income		18	10	48
Income before income taxes	1,971,170	3,637,293	6,890,565	10,382,310
Income tax expense	(221,839)		(221,839)
Net income	$ 1,749,331	$ 3,637,293	$ 6,668,726	$ 10,382,310
Class A Common Stock
Weighted average shares outstanding, basic	22,400,000	22,400,000	22,400,000	16,907,280
Weighted average shares outstanding, diluted	22,400,000	22,400,000	22,400,000	16,907,280
Net income per share, basic	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Net income per share, diluted	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Class B Common Stock
Weighted average shares outstanding, basic	5,600,000	5,600,000	5,600,000	5,439,080
Weighted average shares outstanding, diluted	5,600,000	5,600,000	5,600,000	5,439,080
Net income per share, basic	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Net income per share, diluted	$ 0.06	$ 0.13	$ 0.24	$ 0.46

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 11, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance (in Shares) at Jan. 11, 2021	0	0
Issuance of Class B common stock to Sponsor		$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in Shares)		5,750,000
Remeasurement of Class A common stock subject to redemption			(24,425)	(23,808,913)	(23,833,338)
Net income (loss)				(2,526,353)	(2,526,353)
Balance at Mar. 31, 2021		$ 575		(26,335,266)	(26,334,691)
Balance (in Shares) at Mar. 31, 2021		5,750,000
Balance at Jan. 11, 2021	$ 0	$ 0	0	0	0
Balance (in Shares) at Jan. 11, 2021	0	0
Net income (loss)					10,382,310
Balance at Sep. 30, 2021		$ 560		(13,426,588)	(13,426,028)
Balance (in Shares) at Sep. 30, 2021		5,600,000
Balance at Mar. 31, 2021		$ 575		(26,335,266)	(26,334,691)
Balance (in Shares) at Mar. 31, 2021		5,750,000
Forfeiture of Class B common stock		$ (15)		15
Forfeiture of Class B common stock (in Shares)		(150,000)
Net income (loss)				9,271,370	9,271,370
Balance at Jun. 30, 2021		$ 560		(17,063,881)	(17,063,321)
Balance (in Shares) at Jun. 30, 2021		5,600,000
Net income (loss)				3,637,293	3,637,293
Balance at Sep. 30, 2021		$ 560		(13,426,588)	(13,426,028)
Balance (in Shares) at Sep. 30, 2021		5,600,000
Balance at Dec. 31, 2021		$ 560		(14,043,966)	(14,043,406)
Balance (in Shares) at Dec. 31, 2021		5,600,000
Net income (loss)				3,584,165	3,584,165
Balance at Mar. 31, 2022		$ 560		(10,459,801)	(10,459,241)
Balance (in Shares) at Mar. 31, 2022		5,600,000
Balance at Dec. 31, 2021		$ 560		(14,043,966)	(14,043,406)
Balance (in Shares) at Dec. 31, 2021		5,600,000
Net income (loss)					6,668,726
Balance at Sep. 30, 2022		$ 560		(8,130,461)	(8,129,901)
Balance (in Shares) at Sep. 30, 2022		5,600,000
Balance at Mar. 31, 2022		$ 560		(10,459,801)	(10,459,241)
Balance (in Shares) at Mar. 31, 2022		5,600,000
Remeasurement of Class A common stock subject to possible redemption				(239,392)	(239,392)
Net income (loss)				1,335,230	1,335,230
Balance at Jun. 30, 2022		$ 560		(9,363,963)	(9,363,403)
Balance (in Shares) at Jun. 30, 2022		5,600,000
Proceeds received in excess of initial fair value of convertible promissory note - related party			179,700		179,700
Remeasurement of Class A common stock subject to possible redemption			$ (179,700)	(515,829)	(695,529)
Net income (loss)				1,749,331	1,749,331
Balance at Sep. 30, 2022		$ 560		$ (8,130,461)	$ (8,129,901)
Balance (in Shares) at Sep. 30, 2022		5,600,000

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares	May 12, 2021	Mar. 23, 2021
Class B Common Stock | Over-allotment option
Forfeited shares (in shares)	150,000	150,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 6,668,726	$ 10,382,310
Adjustments to reconcile net income to net cash used in operations:
Expensed offering costs		686,818
Unrealized gain on investments held in Trust Account	(1,378,078)	(14,017)
Gain on change in fair value of warrant liabilities	(6,574,333)	(11,833,800)
Gain on change in fair value of convertible promissory note - related party	(3,000)
Dividend income		(4,265)
Loss on sale of private placement warrants		224,333
Changes in operating assets and liabilities:
Prepaid expenses, current and non-current	157,500	(317,830)
Accounts payable and accrued expenses	60,882	6,033
Accrued expenses - related party	15,000	6,667
Income tax payable	221,839
Franchise tax payable	(122,380)	139,344
Net cash used in operating activities	(953,844)	(724,407)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(224,000,000)
Proceeds from Trust Account to pay tax	39,393
Net cash provided by (used in) investing activities	39,393	(224,000,000)
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party	200,000
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from issuance of promissory note to Sponsor		125,000
Repayment of promissory note to Sponsor		(125,000)
Payment of offering costs		(626,820)
Proceeds from initial public offering, net of underwriter's discount paid		219,520,000
Proceeds from sale of private placement warrants		6,730,000
Net cash provided by financing activities	200,000	225,648,180
Net change in cash	(714,451)	923,773
Cash - beginning of period	781,302
Cash - end of period	66,851	923,773
Supplemental disclosure of noncash investing and financing activities:
Initial classification of warrant liabilities		18,527,667
Deferred underwriting fee payable		7,840,000
Accretion of Class A common stock subject to redemption to redemption value		23,833,338
Reclassification of deferred offering costs to equity upon completion of the initial public offering		626,821
Forfeiture of Class B common stock		$ 15
Remeasurement of Class A common stock to redemption amount	$ 934,921

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AF Acquisition Corp. is a blank check company incorporated in Delaware on January 12, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 12, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering as described below, and since the closing of the Initial Public Offering, the search for a prospective initial 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 and dividend income or gains on investments on the cash and investments held in the Trust Account from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On March 23, 2021, the Company consummated the Initial Public Offering of 22,400,000 units, including 2,400,000 Units issued pursuant to the partial exercise of the underwriter’s over-allotment option, generating gross proceeds of $224,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,486,667 private placement warrants at a price of $1.50 per Private Placement Warrant in a private placement to AF Sponsor LLC generating gross proceeds of $6,730,000, which is described in Note 4. Transaction costs related to the issuances described above amounted to $12,946,821, consisting of $4,480,000 of cash underwriting fees, $7,840,000 of deferred underwriting fees and $626,821 of other costs. Following the closing of the Initial Public Offering, an amount of $224,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ASC 480. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act, as amended, will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination. The Company will have until March 23, 2023 to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2022, the Company had $66,851 in cash held outside of the Trust Account and working capital surplus, excluding income taxes and franchise taxes which are paid out of the Trust Account, of $37,960. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2022 will not be sufficient to allow the Company to operate for the period from the issuance of the condensed financial statements through the Combination Period, assuming that a Business Combination is not consummated during that time. If a Business Combination is not consummated by March 23, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination. In addition, 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 under the Working Capital Loans. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans. As a result of the above, in connection with the Company’s assessment of going concern, management has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the condensed financial statements are issued. The condensed 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging 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 condensed 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in the condensed financial statements is the determination of the fair value of warrant liabilities as further described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants and the recurring valuation of the Private Placement Warrants required management to exercise significant judgement in its estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 22,400,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The redemption value of the redeemable common stock as of September 30, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses) (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable common stock $934,921 of as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 224,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (11,573,335) Issuance costs allocated to common stock ​ (12,260,003) Plus: ​ Remeasurement of carrying value to redemption value ​ 23,833,338 Common stock subject to possible redemption at December 31, 2021 ​ ​ 224,000,000 Common stock subject to possible redemption at March 31, 2022 ​ ​ 224,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 239,392 Common stock subject to possible redemption at June 30, 2022 ​ ​ 224,239,392 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 695,529 Common stock subject to possible redemption at September 30, 2022 ​ $ 224,934,921 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Private Placement Warrants Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. In accordance with guidance contained in ASC 815, the Public Warrants and the Private Placement Warrants do not qualify as equity and are recorded as liabilities at fair value. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the recurring fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 9 for additional information on income taxes. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share Public Warrants The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ Three Months Three Months ​ ​ ​ January 12, 2021 ​ ​ Ended September ​ Ended September ​ Nine Months Ended ​ (Inception) Through ​ ​ 30, 2022 ​ 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B ​ Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,399,465 $ 349,866 $ 2,909,834 $ 727,459 $ 5,334,981 $ 1,333,745 $ 7,855,267 $ 2,527,043 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 16,907,280 ​ 5,439,080 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.13 ​ $ 0.13 ​ $ 0.24 ​ $ 0.24 ​ $ 0.46 ​ $ 0.46 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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 Initial Public Offering, the Company sold 22,400,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,400,000, at $10.00 per Unit, generating gross proceeds of $224,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,486,667 Private Placement Warrants at a price of $1.50 per warrant in a private placement generating gross proceeds of $6,730,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In January 2021, the Sponsor paid $25,000 in consideration for 5,750,000 shares of Class B common stock. The Founder Shares initially included an aggregate of up to 750,000 shares subject to forfeiture, on a pro rata basis, to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 23, 2021, the underwriters partially exercised the over-allotment option; thus, only 150,000 shares of Class B common stock remained subject to forfeiture at March 23, 2021. On May 12, 2021, as a result of the expiration of the remaining portion of the underwriters’ over-allotment option, 150,000 shares of Class B common stock were forfeited. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one Promissory Note - Related Party On January 12, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to $300,000 to cover expenses related to the Initial Public Offering. The promissory note was non-interest bearing and was payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the promissory note of $125,000 was repaid on March 23, 2021. The promissory note is no longer available to the Company. Convertible Promissory Note – Related Party In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans, also referred to as “convertible promissory note – related party”, out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On July 12, 2022, the Company issued a promissory note (the “Sponsor Working Capital Loan”) in the principal amount of up to $200,000 to the “Sponsor”. If the Company completes a Business Combination, the Company would repay the Sponsor Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Sponsor Working Capital Loan would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Note but no proceeds from the Trust Account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Sponsor Working Capital Loan may be converted into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Sponsor Working Capital Loan. On July 21, 2022 and August 22, 2022, the Company drew $100,000 and $100,000, respectively, under the Working Capital Loans. The fair value of the $100,000 draw on July 21, 2022 was estimated by the Company to be $10,600 at initial measurement and the fair value of the $100,000 draw on August 22, 2022 was estimated to be $9,700 at initial measurement. The aggregate fair value of the Working Capital Loans was estimated to be $17,300 at September 30, 2022. As of September 30, 2022 and December 31, 2021, the Company had $17,300 and $0 borrowings outstanding under the Working Capital Loans , respectively. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $25,000 per month for secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company incurred expenses of $67,500 and $202,500, respectively, under the administrative support agreement. During the three months ended September 30, 2021, and the period from January 12, 2021 (Inception) through September 30, 2021, the Company incurred expenses of $75,000 and $141,667, respectively, under the administrative support agreement. As of September 30, 2022 and December 31, 2021, the Company had $21,667 and $6,667 in accrued administrative support agreement expense, which is included in accrued expenses - related party on the accompanying unaudited condensed balance sheets.

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 warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. 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 completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 23, 2021 the underwriters purchased an additional 2,400,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $24,000,000 to the Company. On May 12, 2021, the remaining portion of the underwriters’ over-allotment option expired. The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $4,480,000 in the aggregate. In addition, $0.35 per Unit, or $7,840,000 in the aggregate is 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.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2022
WARRANTS
WARRANTS	NOTE 7. WARRANTS At September 30, 2022 and December 31, 2021, there were 7,466,667 Public Warrants and 4,486,667 Private Placement Warrants outstanding. Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock 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 elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants (including the Class A common stock 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 so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. 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 and exercisable by the holders on the same basis the Public Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law, except that prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
INCOME TAXES
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 11.3% and 3.2%, respectively. The effective tax rate for the three months ended September 30, 2021 and for the period from January 12, 2021 (Inception) through September 30, 2021 was 0.0%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the changes in the fair value of warrant liabilities and changes to valuation allowances on deferred tax assets, which are not recognized for tax purposes. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount at ​ ​ ​ ​ ​ ​ Description Fair Value Level 1 Level 2 Level 3 September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 225,378,078 ​ $ 225,378,078 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 298,667 ​ $ 298,667 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 179,467 ​ $ — ​ $ — ​ $ 179,467 Convertible promissory note - related party ​ $ 17,300 ​ $ — ​ $ — ​ $ 17,300 December 31, 2021 ​ ​ ​ ​ Assets ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 224,039,393 ​ $ 224,039,393 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 4,405,334 ​ $ 4,405,334 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 2,647,133 ​ $ — ​ $ — ​ $ 2,647,133 ​ The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2022 and December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market under the ticker AFAQW. The quoted price of the Public Warrants was $0.04 per warrant as of September 30, 2022 and $0.59 per warrant as of December 31, 2021. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in June 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo Simulation for the initial fair value of the Public Warrants: ​ ​ ​ ​ ​ ​ ​ ​ As of March 23, ​ ​ 2021 (Initial ​ Measurement) Stock Price on Valuation Date $ 9.77 ​ Strike price (Exercise Price Share) $ 11.50 ​ Probability of completing a Business Combination 85.0 % Term (in years) 6.59 ​ Volatility 4% pre-merger/26% post-merger ​ Risk-free rate 1.19 % Fair value of warrants $ 1.55 ​ ​ The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ September 30, ​ As of December ​ 2022 31, 2021 Stock price ​ $ 9.80 ​ $ 9.72 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ 9.0 % * ​ Dividend yield ​ — % — % Term (in years) ​ 5.48 ​ 5.81 ​ Volatility ​ 1.1 % 10.1 % Risk-free rate ​ 4.0 % 1.3 % Fair value of warrants ​ $ 0.04 ​ $ 0.59 ​ * The convertible promissory note - related party were valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair values of the convertible promissory note - related party were based on the following significant inputs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of August 22, 2022 ​ As of July 21, 2022 ​ 2022 (Initial Measurement) (Initial Measurement) Warrant price ​ $ 0.04 ​ $ 0.08 ​ $ 0.08 ​ Conversion price ​ $ 1.50 ​ $ 1.50 ​ $ 1.50 ​ Expected term ​ 0.5 ​ 0.6 ​ 0.7 ​ Warrant volatility ​ 226.1 % 201.6 % 168.9 % Risk free rate ​ 3.9 % 3.2 % 3.0 % Discount rate ​ 9.1 % 6.4 % 6.6 % Probability of completing a Business Combination ​ 9.0 % 10.0 % 11.0 % Fair value of convertible promissory note - related party ​ $ 17,300 ​ $ 9,700 ​ $ 10,600 ​ ​ The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: ​ ​ ​ ​ ​ Fair value as of January 12, 2021 (inception) $ — Initial measurement at March 23, 2021 ​ 18,527,667 Transfer of Public Warrants to Level 1 measurement ​ (12,544,001) Change in fair value ​ (3,336,533) Fair value as of December 31, 2021 ​ 2,647,133 Change in fair value ​ (1,480,600) Fair value as of March 31, 2022 ​ 1,166,533 Change in fair value ​ (493,533) Fair value as of June 30, 2022 ​ 673,000 Initial measurement of convertible promissory note - related party draw on July 21, 2022 ​ ​ 10,600 Initial measurement of convertible promissory note - related party draw on August 22, 2022 ​ ​ 9,700 Change in fair value ​ (496,533) Fair value as of September 30, 2022 ​ $ 196,767 ​ The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $1,240,200 and $6,574,333 (including $746,667 and $4,106,667 related to the Public Warrants - Level 1 and $493,533 and $2,467,666 related to the Private Placement Warrants - Level 3) within change in fair value of warrant liabilities in the Condensed Statements of Operations during the three and nine months ended September 30, 2022, respectively. The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $3,869,933 and $11,833,800 within change in fair value of warrant liabilities in the Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from January 12, 2021 (Inception) through September 30, 2021, respectively. The Company recognized gains on the change in fair value of convertible promissory note – related party of $3,000 in the Condensed Statement of Operations for the three and nine months ended September 30, 2022, respectively. The Company did not recognize a gain or loss on the change in fair value of the convertible promissory note – related party in the Condensed Statement of Operations for the three months ended September 30, 2021 and for the period from January 12, 2021 (Inception) through September 30, 2021, respectively, as the convertible promissory note – related party was not outstanding during the periods.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging 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 condensed 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in the condensed financial statements is the determination of the fair value of warrant liabilities as further described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants and the recurring valuation of the Private Placement Warrants required management to exercise significant judgement in its estimates.
Cash Equivalents	Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 22,400,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The redemption value of the redeemable common stock as of September 30, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses) (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable common stock $934,921 of as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 224,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (11,573,335) Issuance costs allocated to common stock ​ (12,260,003) Plus: ​ Remeasurement of carrying value to redemption value ​ 23,833,338 Common stock subject to possible redemption at December 31, 2021 ​ ​ 224,000,000 Common stock subject to possible redemption at March 31, 2022 ​ ​ 224,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 239,392 Common stock subject to possible redemption at June 30, 2022 ​ ​ 224,239,392 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 695,529 Common stock subject to possible redemption at September 30, 2022 ​ $ 224,934,921
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Private Placement Warrants
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. In accordance with guidance contained in ASC 815, the Public Warrants and the Private Placement Warrants do not qualify as equity and are recorded as liabilities at fair value. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the recurring fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 9 for additional information on income taxes.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share Public Warrants The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ Three Months Three Months ​ ​ ​ January 12, 2021 ​ ​ Ended September ​ Ended September ​ Nine Months Ended ​ (Inception) Through ​ ​ 30, 2022 ​ 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B ​ Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,399,465 $ 349,866 $ 2,909,834 $ 727,459 $ 5,334,981 $ 1,333,745 $ 7,855,267 $ 2,527,043 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 16,907,280 ​ 5,439,080 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.13 ​ $ 0.13 ​ $ 0.24 ​ $ 0.24 ​ $ 0.46 ​ $ 0.46
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of condensed balance sheet are reconciled	As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 224,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (11,573,335) Issuance costs allocated to common stock ​ (12,260,003) Plus: ​ Remeasurement of carrying value to redemption value ​ 23,833,338 Common stock subject to possible redemption at December 31, 2021 ​ ​ 224,000,000 Common stock subject to possible redemption at March 31, 2022 ​ ​ 224,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 239,392 Common stock subject to possible redemption at June 30, 2022 ​ ​ 224,239,392 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 695,529 Common stock subject to possible redemption at September 30, 2022 ​ $ 224,934,921
Schedule of basic and diluted net income per common share	The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ Three Months Three Months ​ ​ ​ January 12, 2021 ​ ​ Ended September ​ Ended September ​ Nine Months Ended ​ (Inception) Through ​ ​ 30, 2022 ​ 30, 2021 ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B ​ Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,399,465 $ 349,866 $ 2,909,834 $ 727,459 $ 5,334,981 $ 1,333,745 $ 7,855,267 $ 2,527,043 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 22,400,000 ​ 5,600,000 ​ 16,907,280 ​ 5,439,080 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.13 ​ $ 0.13 ​ $ 0.24 ​ $ 0.24 ​ $ 0.46 ​ $ 0.46

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of assets measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount at ​ ​ ​ ​ ​ ​ Description Fair Value Level 1 Level 2 Level 3 September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 225,378,078 ​ $ 225,378,078 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 298,667 ​ $ 298,667 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 179,467 ​ $ — ​ $ — ​ $ 179,467 Convertible promissory note - related party ​ $ 17,300 ​ $ — ​ $ — ​ $ 17,300 December 31, 2021 ​ ​ ​ ​ Assets ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ Money Market investments ​ $ 224,039,393 ​ $ 224,039,393 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 4,405,334 ​ $ 4,405,334 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 2,647,133 ​ $ — ​ $ — ​ $ 2,647,133
Schedule of initial fair value of the warrants	​ ​ ​ ​ ​ ​ ​ ​ As of March 23, ​ ​ 2021 (Initial ​ Measurement) Stock Price on Valuation Date $ 9.77 ​ Strike price (Exercise Price Share) $ 11.50 ​ Probability of completing a Business Combination 85.0 % Term (in years) 6.59 ​ Volatility 4% pre-merger/26% post-merger ​ Risk-free rate 1.19 % Fair value of warrants $ 1.55 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ September 30, ​ As of December ​ 2022 31, 2021 Stock price ​ $ 9.80 ​ $ 9.72 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ 9.0 % * ​ Dividend yield ​ — % — % Term (in years) ​ 5.48 ​ 5.81 ​ Volatility ​ 1.1 % 10.1 % Risk-free rate ​ 4.0 % 1.3 % Fair value of warrants ​ $ 0.04 ​ $ 0.59 ​ *
Schedule of changes in the fair value of the company's Level 3 financial instruments	​ ​ ​ ​ ​ Fair value as of January 12, 2021 (inception) $ — Initial measurement at March 23, 2021 ​ 18,527,667 Transfer of Public Warrants to Level 1 measurement ​ (12,544,001) Change in fair value ​ (3,336,533) Fair value as of December 31, 2021 ​ 2,647,133 Change in fair value ​ (1,480,600) Fair value as of March 31, 2022 ​ 1,166,533 Change in fair value ​ (493,533) Fair value as of June 30, 2022 ​ 673,000 Initial measurement of convertible promissory note - related party draw on July 21, 2022 ​ ​ 10,600 Initial measurement of convertible promissory note - related party draw on August 22, 2022 ​ ​ 9,700 Change in fair value ​ (496,533) Fair value as of September 30, 2022 ​ $ 196,767
Schedule of initial fair value measurement under Black-Scholes and Discounted Cash Flows methods	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of August 22, 2022 ​ As of July 21, 2022 ​ 2022 (Initial Measurement) (Initial Measurement) Warrant price ​ $ 0.04 ​ $ 0.08 ​ $ 0.08 ​ Conversion price ​ $ 1.50 ​ $ 1.50 ​ $ 1.50 ​ Expected term ​ 0.5 ​ 0.6 ​ 0.7 ​ Warrant volatility ​ 226.1 % 201.6 % 168.9 % Risk free rate ​ 3.9 % 3.2 % 3.0 % Discount rate ​ 9.1 % 6.4 % 6.6 % Probability of completing a Business Combination ​ 9.0 % 10.0 % 11.0 % Fair value of convertible promissory note - related party ​ $ 17,300 ​ $ 9,700 ​ $ 10,600 ​

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			9 Months Ended
	Mar. 23, 2021 USD ($) shares	Jan. 12, 2021 company	Sep. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | company		1
Transaction costs			$ 12,946,821
Cash underwriting fees			4,480,000
Deferred underwriting fees			7,840,000
Other costs			$ 626,821
Fair market value, percentage			80%
Business combination acquires, percentage			50%
Price per public share (in Dollars per share) | $ / shares			$ 10
Net tangible assets			$ 5,000,001
Aggregate of public share percentage			15%
Redeem price percentage			100%
Maximum period to complete business combination			24 months
Redemption period upon closure			10 days
Interest to pay dissolution expenses			$ 100,000
Cash held in trust account			66,851
Working capital surplus			37,960
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of stock shares (in Shares) | shares	22,400,000
Additional sale of stock shares (in Shares) | shares	2,400,000
Generating gross proceeds	$ 224,000,000
Other costs			626,821
Net Proceeds			$ 224,000,000
Price per public share (in Dollars per share) | $ / shares			$ 10
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Generating gross proceeds			$ 6,730,000
Sale of warrants shares (in Shares) | shares			4,486,667
Exercise price of warrants | $ / shares			$ 1.50
Other costs			$ 686,818

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		9 Months Ended
	Mar. 23, 2021	Sep. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies [Line Items]
Tax obligation		$ 100,000
Redeemable common stock		934,921
Other offering costs		626,821
Unrecognized tax benefits		0	$ 0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0
Initial Public Offering
Summary of Significant Accounting Policies [Line Items]
Sale of stock (in shares)	22,400,000
Offering costs		12,946,821
Cash underwriting discounts		4,480,000
Deferred underwriting discounts		7,840,000
Other offering costs		626,821
Public Warrants
Summary of Significant Accounting Policies [Line Items]
Other offering costs		$ 686,818
Aggregate purchase shares (in shares)		11,953,334
Private Placement
Summary of Significant Accounting Policies [Line Items]
Other offering costs		$ 686,818
Aggregate purchase shares (in shares)		11,953,334
Class A Common Stock
Summary of Significant Accounting Policies [Line Items]
Sale of stock (in shares)		22,400,000
Class A Common Stock | Initial Public Offering
Summary of Significant Accounting Policies [Line Items]
Offering costs		$ 12,260,003

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of condensed balance sheet are reconciled (Details) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds				$ 224,000,000
Less:
Proceeds allocated to Public Warrants				(11,573,335)
Issuance costs allocated to common stock				(12,260,003)
Plus:
Remeasurement of carrying value to redemption value	$ 695,529	$ 239,392		23,833,338
Common stock subject to possible redemption	$ 224,934,921	$ 224,239,392	$ 224,000,000	$ 224,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted net income per common share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A [Member]
Numerator:
Net income	$ 1,399,465	$ 2,909,834	$ 5,334,981	$ 7,855,267
Denominator:
Net income per share, basic	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Net income per share, diluted	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Weighted average shares outstanding, basic	22,400,000	22,400,000	22,400,000	16,907,280
Weighted average shares outstanding, diluted	22,400,000	22,400,000	22,400,000	16,907,280
Class B [Member]
Numerator:
Net income	$ 349,866	$ 727,459	$ 1,333,745	$ 2,527,043
Denominator:
Net income per share, basic	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Net income per share, diluted	$ 0.06	$ 0.13	$ 0.24	$ 0.46
Weighted average shares outstanding, basic	5,600,000	5,600,000	5,600,000	5,439,080
Weighted average shares outstanding, diluted	5,600,000	5,600,000	5,600,000	5,439,080

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of shares	22,400,000
Generating gross proceeds | $	$ 224,000,000
Number of shares in a unit	1
Common stock, par value | $ / shares	$ 0.0001
Warrant convertible ratio	33.33
IPO | Class A Common Stock | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of shares	2,400,000
Sale of per unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Aggregate of warrant shares	4,486,667
Price of warrants | $ / shares	$ 11.50
Generating gross proceeds | $	$ 6,730,000
Number of shares per warrant	1
Exercise price of warrants | $ / shares	$ 1.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

May 12, 2021

Mar. 23, 2021

Jan. 12, 2021

Jan. 31, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2021

Aug. 22, 2022

Jul. 21, 2022

Jul. 12, 2022

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

Issued and outstanding shares, percentage

20%

20%

Repaid of promissory note

$ 125,000

$ (125,000)

Convertible promissory note - related party

$ 17,300

$ 17,300

Accrued expenses - related party

21,667

21,667

$ 6,667

Initial Public Offering

RELATED PARTY TRANSACTIONS

Cover expenses

$ 300,000

Administrative Support Agreement

RELATED PARTY TRANSACTIONS

Monthly fees

25,000

Incurred expenses

67,500

$ 75,000

202,500

$ 141,667

Accrued expenses - related party

$ 21,667

$ 21,667

6,667

Class B Common Stock | Over-allotment option

RELATED PARTY TRANSACTIONS

Forfeited shares (in shares)

150,000

150,000

Class B Common Stock | Sponsor

RELATED PARTY TRANSACTIONS

Restrictions on transfer period of time after business combination completion

1 year

Founder Shares

RELATED PARTY TRANSACTIONS

Sponsor paid

$ 25,000

Shares subject to forfeiture (in shares)

750,000

Founder Shares | Class B Common Stock

RELATED PARTY TRANSACTIONS

Consideration shares (in shares)

5,750,000

Founder Shares | Class B Common Stock | Sponsor

RELATED PARTY TRANSACTIONS

Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)

$ 12

Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

20 days

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

30 days

Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences

150 days

Working Capital Loan

RELATED PARTY TRANSACTIONS

Working capital loan

$ 1,500,000

Exercise price of warrants

$ 1.50

$ 1.50

Principal amount

$ 200,000

Working capital loan

$ 100,000

$ 100,000

Working Capital Loan, Fair Value Disclosure

$ 17,300

$ 17,300

$ 9,700

$ 10,600

Convertible promissory note - related party

$ 17,300

$ 17,300

$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		9 Months Ended
	Mar. 23, 2021	Sep. 30, 2022	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
Underwriting agreement options granted period		45 days
Gross proceeds of the initial public offering			$ 219,520,000
IPO
COMMITMENTS AND CONTINGENCIES
Options to purchase of additional units		3,000,000
Underwriting cash discount per unit	$ 0.20
Aggregate underwriter cash discount	$ 4,480,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Additional purchase of shares	2,400,000
Price per warrant (in dollars per share)	$ 10
Gross proceeds of the initial public offering	$ 24,000,000
Underwriting cash discount per unit		$ 0.35
Aggregate underwriter cash discount		$ 7,840,000

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
WARRANTS
Number of shares per warrant | shares	1
Public warrant term	5 years
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Redemption period	30 days
Public Warrants
WARRANTS
Warrants outstanding | shares	7,466,667
Threshold period for filling registration statement after business combination	15 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment of share redemption trigger price of warrants based on market value and newly issued price (as a percent)	180%
Private Placement
WARRANTS
Warrants outstanding | shares		4,486,667
Number of shares per warrant | shares	1
Redemption period	30 days
Trading day prior to date on which notice of redemption of warrants | D	10
Restriction period on sponsor for transfer assign or sell any of the warrants	30 days
Class A Common Stock
WARRANTS
Exercise price | $ / shares	$ 11.50
Class A Common Stock | Public Warrants
WARRANTS
Threshold trading days for redemption of public warrants | D	20
Share price trigger used to measure dilution of warrants | $ / shares	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares outstanding	22,400,000	22,400,000
Class A Common Stock
Common stock, votes per share | Vote	1
Common stock conversion, percentage	20%	20%
Class A common stock subject to possible redemption
Temporary equity, shares outstanding	22,400,000	22,400,000
Class A common stock not subject to possible redemption
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	22,400,000	22,400,000
Common stock, shares outstanding	22,400,000	22,400,000
Class B Common Stock
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share | Vote	1
Common stock, shares issued	5,600,000	5,600,000
Common stock, shares outstanding	5,600,000	5,600,000
Conversation ratio of common stock	1

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
INCOME TAXES
Effective tax rate	11.30%	0%	3.20%	0%
Statutory income tax rate			21%

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($)	Sep. 30, 2022	Aug. 22, 2022	Jul. 21, 2022	Dec. 31, 2021
Investments held in Trust Account:
Money Market investments	$ 225,378,078			$ 224,039,393
Level 3
Liabilities
Convertible promissory note - related party		$ 9,700	$ 10,600
Recurring
Investments held in Trust Account:
Money Market investments	225,378,078			224,039,393
Liabilities
Convertible promissory note - related party	17,300
Recurring | Public Warrants
Liabilities
Warrant liability	298,667			4,405,334
Recurring | Private Placement Warrants
Liabilities
Warrant liability	179,467			2,647,133
Recurring | Level 1
Investments held in Trust Account:
Money Market investments	225,378,078			224,039,393
Recurring | Level 1 | Public Warrants
Liabilities
Warrant liability	298,667			4,405,334
Recurring | Level 3
Liabilities
Convertible promissory note - related party	17,300
Recurring | Level 3 | Private Placement Warrants
Liabilities
Warrant liability	$ 179,467			$ 2,647,133

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule of initial fair value of the warrants (Details)	Sep. 30, 2022 USD ($) $ / shares Y	Aug. 22, 2022 USD ($) $ / shares Y	Jul. 21, 2022 USD ($) Y $ / shares	Dec. 31, 2021 $ / shares Y	Mar. 23, 2021 $ / shares Y
Level 3
Fair Value Measurement Inputs and Valuation Techniques
Fair value of convertible promissory note - related party | $		$ 9,700	$ 10,600
Monte Carlo | Stock Price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					9.77
Monte Carlo | Strike price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					11.50
Monte Carlo | Probability of completing a Business Combination
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					0.850
Monte Carlo | Term (in years)
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability | Y					6.59
Monte Carlo | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					0.0119
Monte Carlo | Fair value of warrants
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					1.55
Monte Carlo | Minimum | Volatility
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					0.04
Monte Carlo | Maximum | Volatility
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability					0.26
Modified Black Scholes | Stock Price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	9.80			9.72
Modified Black Scholes | Strike price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	11.50			11.50
Modified Black Scholes | Probability of completing a Business Combination
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.090
Modified Black Scholes | Term (in years)
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability | Y	5.48			5.81
Modified Black Scholes | Volatility
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.011			0.101
Modified Black Scholes | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.040			0.013
Modified Black Scholes | Fair value of warrants
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.04			0.59
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Fair value of convertible promissory note - related party | $	$ 17,300	$ 9,700	$ 10,600
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Warrant price | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.04	0.08	0.08
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Conversion price | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	1.50	1.50	1.50
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Probability of completing a Business Combination | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.090	0.100	0.110
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Term (in years) | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability | Y	0.5	0.6	0.7
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Warrant volatility | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	2.261	2.016	1.689
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Risk-free rate | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.039	0.032	0.030
Black-Scholes and Discounted Cash Flows | Working Capital Loan - related party | Discount rate | Level 3
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability	0.091	0.064	0.066

FAIR VALUE MEASUREMENTS - Sch_3

FAIR VALUE MEASUREMENTS - Schedule of changes in the fair value of the company's Level 3 financial instruments (Details) - Level 3 - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Aug. 22, 2022	Jul. 21, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Fair value as of beginning balance	$ 673,000	$ 1,166,533	$ 2,647,133
Initial measurement at March 23, 2021				$ 18,527,667
Transfer of Public Warrants to Level 1 measurement				(12,544,001)
Change in fair value	(496,533)	(493,533)	(1,480,600)	(3,336,533)
Convertible Promissory Note Related Party					$ 9,700	$ 10,600
Fair value as of ending balance	$ 196,767	$ 673,000	$ 1,166,533	$ 2,647,133

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Public warrants price per share (in dollars per share)	$ 0.04		$ 0.04		$ 0.59
Gain on change in fair value of warrant liabilities	$ 1,240,200	$ 3,869,933	$ 6,574,333	$ 11,833,800
Gain on change in fair value of convertible promissory note - related party	3,000		3,000		$ 0
Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Gain on change in fair value of warrant liabilities	746,667		4,106,667
Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Gain on change in fair value of warrant liabilities	$ 493,533		$ 2,467,666