Jaws Hurricane Acquisition (HCNE) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 11, 2022
Document Information Line Items
Entity Registrant Name	JAWS HURRICANE ACQUISITION CORPORATION
Trading Symbol	HCNE
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001843205
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40479
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1679100
Entity Address, Address Line One	1601 Washington Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	(305)
Local Phone Number	695-5500
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		31,625,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,906,250

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 3,559	$ 279,211
Prepaid expenses and other current assets	540,360	514,760
Total current assets	543,919	793,971
Prepaid expenses		377,828
Investments held in Trust Account	318,254,086	316,278,525
TOTAL ASSETS	318,798,005	317,450,324
CURRENT LIABILITIES
Accounts payable and accrued expenses	595,065	397,701
Income tax payable	350,135
Loan from sponsor	425,883
Franchise tax payable	35,918	190,230
Total current liabilities	1,407,001	587,931
Deferred underwriting fee payable	11,068,750	11,068,750
Derivative warrant liabilities	2,172,375	11,827,375
TOTAL LIABILITIES	14,648,126	23,484,056
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption, $0.0001 par value, 31,625,000 shares at redemption value of $10.04 and $10.00 at September 30, 2022, and December 31, 2021, respectively	317,563,722	316,250,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022, and December 31, 2021
Class A Common Stock; $0.0001 par value; 200,000,000 shares authorized; -0- shares issued and outstanding (excluding 31,625,000 shares subject to possible redemption) at September 30, 2022, and December 31, 2021
Class B Common Stock; $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding at September 30, 2022, and December 31, 2021	791	791
Additional paid-in capital
Accumulated deficit	(13,414,634)	(22,284,523)
Total stockholders’ deficit	(13,413,843)	(22,283,732)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 318,798,005	$ 317,450,324

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Subject to possible redemption value (in Dollars per share)	$ 10.04
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
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption, shares	31,625,000	31,625,000
Subject to possible redemption value (in Dollars per share)	$ 10.04	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,906,250	7,906,250
Common stock, shares outstanding	7,906,250	7,906,250

(Unaudited) Condensed Statement

(Unaudited) Condensed Statements of Operations - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
OPERATING EXPENSES
General and administrative	$ 217,982	$ 336,408	$ 517,064	$ 946,815
Franchise tax	50,000	50,000	100,000	150,000
Total operating expenses	(267,982)	(386,408)	(617,064)	(1,096,815)
OTHER INCOME
Change in fair value of derivative warrant liabilities	2,413,750	9,931,751	9,021,800	9,655,000
Unrealized loss on investments in Trust Account		(53)	(53)
Offering costs related to warrant issuance			(499,469)
Interest income from investments in Trust Account	1,640,066	10,278	11,420	1,975,561
Total other income	4,053,816	9,941,976	8,533,698	11,630,561
INCOME BEFORE PROVISION FOR INCOME TAXES	3,785,834	9,555,568	7,916,634	10,533,746
Provision for income taxes	(340,164)			(350,135)
NET INCOME	$ 3,445,670	$ 9,555,568	$ 7,916,634	$ 10,183,611
Class A Common Stock
OTHER INCOME
Weighted average shares outstanding of redeemable common stock (in Shares)	31,625,000	31,625,000	13,270,098	31,625,000
Basic and diluted net income per share (in Dollars per share)	$ 0.09	$ 0.24	$ 0.37	$ 0.26
Class B Common Stock
OTHER INCOME
Weighted average shares outstanding of redeemable common stock (in Shares)	7,906,250	7,906,250	7,906,250	7,906,250
Basic and diluted net income per share (in Dollars per share)	$ 0.09	$ 0.24	$ 0.37	$ 0.26

(Unaudited) Condensed Stateme_2

(Unaudited) Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Common Stock
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26
Class B Common Stock
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26

(Unaudited) Condensed Stateme_3

(Unaudited) Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Class A Common Stock	Class B Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Jan. 18, 2021
Balance (in Shares) at Jan. 18, 2021
Issuance of Class B common stock to Sponsor		$ 791	24,209		25,000
Issuance of Class B common stock to Sponsor (in Shares)		7,906,250
Net income (loss)				(1,356)	(1,356)
Balance at Mar. 31, 2021		$ 791	24,209	(1,356)	23,644
Balance (in Shares) at Mar. 31, 2021		7,906,250
Balance at Jan. 18, 2021
Balance (in Shares) at Jan. 18, 2021
Net income (loss)					7,916,634
Balance at Sep. 30, 2021		$ 791		(23,995,854)	(23,995,063)
Balance (in Shares) at Sep. 30, 2021		7,906,250
Balance at Mar. 31, 2021		$ 791	24,209	(1,356)	23,644
Balance (in Shares) at Mar. 31, 2021		7,906,250
Excess cash received over the fair value of the private warrants			426,570		426,570
Accretion for Class A common stock to redemption value			(450,779)	(31,912,488)	(32,363,267)
Net income (loss)				(1,637,578)	(1,637,578)
Balance at Jun. 30, 2021		$ 791		(33,551,422)	(33,550,631)
Balance (in Shares) at Jun. 30, 2021		7,906,250
Net income (loss)				9,555,568	9,555,568
Balance at Sep. 30, 2021		$ 791		(23,995,854)	(23,995,063)
Balance (in Shares) at Sep. 30, 2021		7,906,250
Balance at Dec. 31, 2021		$ 791		(22,284,523)	(22,283,732)
Balance (in Shares) at Dec. 31, 2021		7,906,250
Net income (loss)				2,437,238	2,437,238
Balance at Mar. 31, 2022		$ 791		(19,847,285)	(19,846,494)
Balance (in Shares) at Mar. 31, 2022		7,906,250
Balance at Dec. 31, 2021		$ 791		(22,284,523)	(22,283,732)
Balance (in Shares) at Dec. 31, 2021		7,906,250
Net income (loss)					10,183,611
Balance at Sep. 30, 2022		$ 791		(13,414,634)	(13,413,843)
Balance (in Shares) at Sep. 30, 2022		7,906,250
Balance at Mar. 31, 2022		$ 791		(19,847,285)	(19,846,494)
Balance (in Shares) at Mar. 31, 2022		7,906,250
Net income (loss)				4,300,703	4,300,703
Balance at Jun. 30, 2022		$ 791		(15,546,582)	(15,545,791)
Balance (in Shares) at Jun. 30, 2022		7,906,250
Accretion for Class A common stock to redemption value				(1,313,722)	(1,313,722)
Net income (loss)				3,445,670	3,445,670
Balance at Sep. 30, 2022		$ 791		$ (13,414,634)	$ (13,413,843)
Balance (in Shares) at Sep. 30, 2022		7,906,250

(Unaudited) Condensed Stateme_4

(Unaudited) Condensed Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 7,916,634	$ 10,183,611
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account	(11,420)	(1,975,561)
Unrealized loss on investments in Trust Account	53
Offering costs related to warrants issuance	499,469
Change in the fair value of derivative warrant liabilities	(9,021,800)	(9,655,000)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(904,093)	352,228
Accounts payable and accrued expenses	331,329	197,364
Franchise tax payable		(154,312)
Income tax payable		350,135
Net cash used in operating activities	(1,189,828)	(701,535)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account	(316,250,000)
Net cash used in investing activities	(316,250,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of private placement warrants	8,325,000
Sale of units, net of underwriting discounts paid of $6,325,000	309,925,000
Payment of offering costs	(441,554)
Borrowings under promissory note	174,494
Repayment of promissory note	(174,494)
Borrowings under promissory note - related party		425,883
Net cash provided by financing activities	317,808,446	425,883
NET CHANGE IN CASH	368,618	(275,652)
BEGINNING OF THE PERIOD		279,211
END OF THE PERIOD	368,818	3,559
Supplemental disclosure of noncash activities:
Deferred offering costs paid by Sponsor in exchange for Class B common stock	25,000
Initial classification of derivative warrant liability	22,900,863
Deferred underwriting fee payable	$ 11,068,750

(Unaudited) Condensed Stateme_5

(Unaudited) Condensed Statements of Cash Flows (Parentheticals)	9 Months Ended
	Sep. 30, 2022 USD ($)
Statement of Cash Flows [Abstract]
Net of underwriting discounts paid	$ 6,325,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations JAWS Hurricane Acquisition Corporation (the “Company”) was incorporated in Delaware on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). 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 through September 30, 2022 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the 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 income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 11, 2021. On June 15, 2021, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units”) with respect to the Class A common stock (the “Class A Common Stock”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $275,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,750,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Hurricane Sponsor, LLC (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $15,566,551, consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees payable (which are held in the Trust Account as defined below) and $466,551 of other costs. As described in Note 6, the $9,625,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by June 15, 2023, subject to the terms of the underwriting agreement. Following the closing of the Initial Public Offering on June 15, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Simultaneously with the closing of the Initial Public Offering on June 15, 2021, the Company consummated the closing of the sale of 4,125,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $41,250,000 and incurring additional offering costs of $2,268,750 in underwriting fees of which $1,443,750 is deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 412,500 Private Placement Warrants to the Sponsor, generating gross proceeds of $825,000. 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in 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 the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target 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. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 $10.04 and $10.00 at September 30, 2022 and December 31, 2021, respectively, per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A Common Stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20, “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) 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 without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by June 15, 2023, 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Going Concern As of September 30, 2022, the Company had $3,559 in cash and a working capital deficit of $180,820. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of September 30, 2022, the Company does not have sufficient liquidity to meet its current obligations. In connection with the Company’s assessment of going concern considerations management has determined that that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by June 15, 2023, then the Company will cease all operations except for the purpose of liquidating. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by June 15, 2023, there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2022, and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares offering costs (17,360,832 ) Plus: Remeasurement of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Remeasurement of carrying value to redemption value 1,313,722 Class A common stock subject to possible redemption at September 30, 2022 $ 317,563,722 Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounted to $17,860,301. Of this amount, $17,360,832 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $499,469 was expensed due to allocating certain offering costs to the warrant liability. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature except for the warrant liability (see Note 9). Net Income Per Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. This presentation contemplates a business combination as the most likely outcome. Public and private warrants to purchase 12,068,750 shares of Common Stock at $11.50 per share were issued on June 15, 2021. At September 30, 2022, no warrants have been exercised. The 12,068,750 potential shares of Common Stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended September 30, 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock: For the three months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,756,536 $ 689,134 $ 7,644,454 $ 1,911,114 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income per share $ 0.09 $ 0.09 $ 0.24 $ 0.24 For the nine For the period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,146,889 $ 2,036,722 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and diluted net income per share $ 0.26 $ 0.26 $ 0.37 $ 0.37 Derivative 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, Derivatives and Hedging (“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 shares, 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company has deferred tax assets of $198,831 which have full valuation allowance against them. 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was $340,164 and $350,135 for the three and nine months ended September 30, 2022, respectively and for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 the provision for income taxes was deem to be de minimis.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering Abstract
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 8). Simultaneously with the Initial Public Offering, the underwriters’ exercised their over-allotment option whereby an additional 4,125,000 Units at a price of $10.00 per Unit under the same terms as those sold in the Initial Public Offering.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement Abstract
Private Placement	Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,750,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant for an aggregate purchase price of $7,500,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 8). Concurrently with the underwriter’s exercise of the over-allotment, the Company consummated a private sale of an additional 412,500 Private Placement Warrants to the Sponsor at a price of $2.00 per Private Placement Unit generating gross proceeds of $825,000. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the underwriter’s exercise of the over-allotment are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 19, 2021, the Sponsor purchased 7,906,250 shares (the “Founder Shares”) of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”), for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 8. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Sponsor agreed to forfeit up to 1,031,250 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Promissory Note – Related Party On January 19, 2021, the Company entered into unsecured promissory notes (the “Promissory Notes”) with affiliates of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) the completion of the Initial Public Offering or (ii) the date on which the Company determined not to conduct the Initial Public Offering. The outstanding balance under the Promissory Note of $174,494 was repaid at the closing of the Initial Public Offering on June 15, 2021. On February 23, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Hurricane Sponsor LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid, and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated June 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $2.00 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. At September 30, 2022, $425,883 was outstanding under this arrangement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. 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 $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had $425,883 and $0, respectively, in outstanding borrowings under the Working Capital Loans. Administrative Services Fee The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. At September 30, 2022 and December 31, 2021, $70,000 and $66,667, respectively, have been incurred and paid under this arrangement and $20,000 and none For the three and nine months ended September 30, 2022, $30,000 and $90,000, respectively, were expensed and for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021, $30,000 and $36,667 was expensed under this arrangement, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated June 15, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the underwriters a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On June 15, 2021, the underwriters exercised their overallotment option and purchased 4,125,000 units at a purchase price of $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering, and $825,000 in conjunction with the underwriters’ exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $9,625,000 in the aggregate from the closing of the Initial Public Offering, and $1,443,750 from the underwriters’ exercise of its overallotment option will be payable to the underwriters. 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. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility, could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of shares of Class A Common Stock and shares of Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of a Business Combination at a ratio such that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Common Stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) 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 a Business Combination, excluding any shares of Class A Common Stock or equity-linked securities exercisable for or convertible into shares of Class A Common Stock issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B Common Stock convert into shares of Class A Common Stock at a rate of less than one to one.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrant Liabilities Disclosure Abstract
Warrants	Note 8 — Warrants At September 30, 2022 and December 31, 2021, there were 7,906,250 Public Warrants and 4,162,500 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a warrant unless the share of Class A Common Stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th 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, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price per share of Class A Common Stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s shares of Class A Common Stock; ● if, and only if, the closing price of shares of Class A Common Stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the shares of Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of shares of Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a 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) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions) and (z) the volume weighted average trading price of its shares of Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00,” so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by a modified Black-Scholes option pricing model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, assets held in the Trust Account were comprised of $4,654 in cash and $318,249,432 in U.S. Treasury Securities. At December 31, 2021, assets held in the Trust Account were comprised of $962 in cash and $316,277,563 in U.S. Treasury Securities. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2022 Level Fair Value Assets: U.S. Treasury Securities 1 $ 318,249,432 Liabilities: Warrant Liability - Public Warrants 1 $ 1,423,125 Warrant Liability - Private Warrants 2 $ 749,250 December 31, 2021 Level Fair Value Assets: U.S. Treasury Securities 1 $ 316,277,563 Liabilities: Warrant Liability - Public Warrants 1 $ 7,748,125 Warrant Liability - Private Warrants 2 $ 4,079,250 The Company initially utilized a Monte Carlo simulation model to value the Public Warrants and Private Placement Warrants at issuance and subsequent reporting dates, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the warrant liability was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its common shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate was 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 was 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. As of September 30, 2022 and December 31, 2021, the fair value of the Public Warrants is based on their listed trading price and the fair value of the Private Placement Warrants is measured using an observable market quote for a similar asset in an active market. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The Public Warrants began to be separately listed and traded in August 2021 resulting in the transfer of the valuation of the warrant liabilities from Level 3 measurements to Level 1 for Public Warrants and Level 2 measurements for Private Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company has evaluated subsequent events through the date these unaudited condensed financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2022, and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares offering costs (17,360,832 ) Plus: Remeasurement of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Remeasurement of carrying value to redemption value 1,313,722 Class A common stock subject to possible redemption at September 30, 2022 $ 317,563,722
Offering Costs	Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounted to $17,860,301. Of this amount, $17,360,832 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $499,469 was expensed due to allocating certain offering costs to the warrant liability.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature except for the warrant liability (see Note 9).
Net Income Per Share	Net Income Per Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. This presentation contemplates a business combination as the most likely outcome. Public and private warrants to purchase 12,068,750 shares of Common Stock at $11.50 per share were issued on June 15, 2021. At September 30, 2022, no warrants have been exercised. The 12,068,750 potential shares of Common Stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended September 30, 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the period. For the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock: For the three months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,756,536 $ 689,134 $ 7,644,454 $ 1,911,114 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income per share $ 0.09 $ 0.09 $ 0.24 $ 0.24 For the nine For the period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,146,889 $ 2,036,722 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and diluted net income per share $ 0.26 $ 0.26 $ 0.37 $ 0.37
Derivative Warrant Liabilities	Derivative 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, Derivatives and Hedging (“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 shares, 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company has deferred tax assets of $198,831 which have full valuation allowance against them. 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was $340,164 and $350,135 for the three and nine months ended September 30, 2022, respectively and for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 the provision for income taxes was deem to be de minimis.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of class A common stock reflected in the condensed balance sheets	Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares offering costs (17,360,832 ) Plus: Remeasurement of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption at December 31, 2021 $ 316,250,000 Remeasurement of carrying value to redemption value 1,313,722 Class A common stock subject to possible redemption at September 30, 2022 $ 317,563,722
Schedule of basic and diluted net income (loss) per share	For the three months ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,756,536 $ 689,134 $ 7,644,454 $ 1,911,114 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income per share $ 0.09 $ 0.09 $ 0.24 $ 0.24 For the nine For the period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 8,146,889 $ 2,036,722 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and diluted net income per share $ 0.26 $ 0.26 $ 0.37 $ 0.37

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis	Level Fair Value Assets: U.S. Treasury Securities 1 $ 318,249,432 Liabilities: Warrant Liability - Public Warrants 1 $ 1,423,125 Warrant Liability - Private Warrants 2 $ 749,250 Level Fair Value Assets: U.S. Treasury Securities 1 $ 316,277,563 Liabilities: Warrant Liability - Public Warrants 1 $ 7,748,125 Warrant Liability - Private Warrants 2 $ 4,079,250

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 15, 2021	Sep. 30, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 275,000,000	$ 7,500,000
Offering costs		15,566,551
Underwriting fees		5,500,000
Deferred underwriting fees payable		9,625,000
Other costs		$ 466,551
Maturity days	180 days
Additional units (in Shares)	412,500
Fair market value, percentage		80%
Subject to possible redemption value (in Dollars per share)		$ 10.04
Net tangible assets		$ 5,000,001
Obligation redeem percentage		100%
Dissolution expenses		$ 100,000
Trust account price per share (in Dollars per share)		$ 10
Cash		$ 3,559	$ 279,211
Working capital surplus		$ 180,820
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	27,500,000
Price per unit (in Dollars per share)	$ 10
Maturity period		24 months
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		3,750,000
Price per unit (in Dollars per share)	$ 10	$ 2
Gross proceeds	$ 825,000
Sale of warrants (in Shares)		3,750,000
Net proceeds	316,250,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	41,250,000
Offering costs	$ 2,268,750
Additional units (in Shares)	4,125,000
Underwriting fees	$ 1,443,750
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Subject to possible redemption value (in Dollars per share)		$ 10.04	$ 10
Percentage of redeem public shares		15%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees payable		$ 9,625,000
Outstanding voting securities percentage		50%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 15, 2021	Sep. 30, 2022	Sep. 30, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs		$ 17,860,301	$ 17,860,301
Stockholders’ equity			17,360,832
Offering costs related to warrant liability			$ 499,469
Common stock, par value (in Dollars per share)	$ 11.5
Potential shares of common stock (in Shares)			12,068,750
Deferred tax assets valuation allowance		198,831	$ 198,831
Income taxes		$ 340,164	$ 350,135
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Class A common stock subject to possible redemption (in Shares)		31,625,000	31,625,000
Class A Common Stock [Member] | Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Private placement purchase shares (in Shares)	12,068,750

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the condensed balance sheets - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Class ACommon Stock Reflected In The Condensed Balance Sheets Abstract
Gross proceeds		$ 316,250,000
Less:
Fair value of Public Warrants at issuance		(15,002,435)
Class A shares offering costs		(17,360,832)
Plus:
Remeasurement of carrying value to redemption value		32,363,267
Class A common stock subject to possible redemption at December 31, 2021		316,250,000
Remeasurement of carrying value to redemption value	$ 1,313,722
Class A common stock subject to possible redemption at September 30, 2022	$ 317,563,722	$ 316,250,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Common Stock [Member]
Numerator:
Allocation of net income	$ 2,756,536	$ 7,644,454	$ 4,968,210	$ 8,146,889
Denominator:
Weighted average shares outstanding	31,625,000	31,625,000	13,270,098	31,625,000
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26
Class B Common Stock [Member]
Numerator:
Allocation of net income	$ 689,134	$ 1,911,114	$ 2,948,424	$ 2,036,722
Denominator:
Weighted average shares outstanding	7,906,250	7,906,250	7,906,250	7,906,250
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items]
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items]
Basic and diluted net income per share	$ 0.09	$ 0.24	$ 0.37	$ 0.26

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units | shares	27,500,000
Purchase price per share | $ / shares	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional unit | shares	4,125,000
Purchase price per share | $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Description of proposed public offering	Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member] - USD ($)	1 Months Ended	9 Months Ended
	Jun. 15, 2021	Sep. 30, 2022
Private Placement (Details) [Line Items]
Number of shares		3,750,000
Price per share		$ 2
Aggregate purchase price		$ 7,500,000
Description of private placement		Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 8).
Gross proceeds	$ 825,000
Sponsor [Member]
Private Placement (Details) [Line Items]
Number of shares		412,500
Price per share		$ 2
Gross proceeds		$ 825,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended	12 Months Ended
	Jan. 19, 2021	Jun. 15, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Feb. 23, 2022
Related Party Transactions (Details) [Line Items]
Principal amount	$ 300,000							$ 500,000
Price per private placement warrant (in Dollars per share)								$ 2
Amount outstanding						$ 425,883
Working capital loans			$ 1,500,000			$ 1,500,000
Price per warrant (in Dollars per share)			$ 2			$ 2
Working capital loans						$ 425,883	$ 0
Monthly fee for office space, secretarial and administrative services						10,000
Accrued accounts payable and accrued expenses			$ 70,000			70,000	66,667
Accounts payable and accrued expenses			20,000			20,000
Expenses			$ 30,000	$ 30,000	$ 36,667	$ 90,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Number of shares purchased (in Shares)		27,500,000
Outstanding closing balance repaid		$ 174,494
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Description of transaction						The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Number of shares purchased (in Shares)	7,906,250
Common stock par value (in Dollars per share)	$ 0.0001
Aggregate price	$ 25,000
Forfeited shares (in Shares)	1,031,250

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		9 Months Ended
	Aug. 16, 2022	Jun. 15, 2021	Sep. 30, 2022
Commitments and Contingencies (Details) [Line Items]
Excise tax	1%
U.S. federal [Member]
Commitments and Contingencies (Details) [Line Items]
Excise tax	1%
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Number of units		4,125,000	4,125,000
Price per unit (in Dollars per share)		$ 10
Discount price (in Dollars per share)			$ 0.2
Aggregate share value (in Dollars)			$ 5,500,000
Underwriting agreement, description			In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $9,625,000 in the aggregate from the closing of the Initial Public Offering, and $1,443,750 from the underwriters’ exercise of its overallotment option will be payable to the underwriters. 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.
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Exercise amount			825,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Converted basis percentage	20%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption, Shares (in Dollars)	$ 31,625,000	$ 31,625,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Share subject to forfeiture	7,906,250	7,906,250

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Description of redemption of warrants	Redemptions of warrants when the price per share of Class A Common Stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and   ●if, and only if, the closing price of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.  The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of outstanding warrants, description	Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s shares of Class A Common Stock;   ●if, and only if, the closing price of shares of Class A Common Stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and   ●if the closing price of the shares of Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Redemption trigger price per share	$ 10
Minimum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	115%
Redemption trigger price per share	$ 10
Maximum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	180%
Redemption trigger price per share	$ 18
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding (in Shares)	7,906,250
Expire year	5 years
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding (in Shares)		4,162,500
Warrant [Member]
Warrants (Details) [Line Items]
Market value per share	$ 9.2
Redemption trigger price per share	10
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Redemption trigger price per share	10
Business Combination [Member]
Warrants (Details) [Line Items]
Common stock price	$ 10
Total equity proceeds, percentage	60%
Business Combination [Member] | Class A Common Stock [Member]
Warrants (Details) [Line Items]
Common stock price	$ 9.2

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account	$ 4,654	$ 962
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account	$ 318,249,432	$ 316,277,563

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
U.S. Treasury Securities	$ 318,249,432	$ 316,277,563
Liabilities:
Warrant Liability - Public Warrants	1,423,125	7,748,125
Level 2 [Member]
Liabilities:
Warrant Liability - Private Warrants	$ 749,250	$ 4,079,250