Northern Genesis Acquisition Corp III (NGC) 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. 14, 2022
Document Information Line Items
Entity Registrant Name	NORTHERN GENESIS ACQUISITION CORP. III
Trading Symbol	NGC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		21,556,250
Amendment Flag	false
Entity Central Index Key	0001843249
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	001-39881
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1484719
Entity Address, Address Line One	4801 Main Street
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Kansas City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64112
City Area Code	(816)
Local Phone Number	514-0324
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 77,201	$ 256,739
Prepaid expenses	151,949	74,100
Due from Sponsor	11	11
Total Current Assets	229,161	330,850
Cash and marketable securities held in Trust Account	173,490,844	172,462,172
TOTAL ASSETS	173,720,005	172,793,022
Current liabilities
Accounts payable and accrued expenses	464,525	432,905
Income taxes payable	146,217
Advance from related parties	1,091,000
Promissory note - related party	250,000
Total Current Liabilities	1,951,742	432,905
Warrant liabilities	233,318	6,991,074
Deferred underwriting fee payable	6,035,750	6,035,750
Total Liabilities	8,220,810	13,459,729
Commitments (see Note 6)
Common stock subject to possible redemption, 17,245,000 shares at $10.03 and $10.00 redemption value at September 30, 2022 and December 31, 2021, respectively	173,000,057	172,450,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,311,250 shares issued and outstanding (excluding 17,245,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021	431	431
Accumulated deficit	(7,501,293)	(13,117,138)
Total Stockholders’ Deficit	(7,500,862)	(13,116,707)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 173,720,005	$ 172,793,022

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	17,245,000	17,245,000
Redemption price per value (in Dollars per share)	$ 10.03	$ 10
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
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,311,250	4,311,250
Common stock, shares outstanding	4,311,250	4,311,250

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Operating and formation costs	$ 559,735	$ 583,782	$ 1,474,309	$ 1,028,606
Loss from operations	(559,735)	(583,782)	(1,474,309)	(1,028,606)
Other Income:
Change in fair value of warrant liabilities	2,471,815	4,151,143	6,757,756	4,217,470
Change in fair value of overallotment liability				(148,082)
Compensation expense				(34,661)
Transaction costs incurred in connection with IPO				(362,705)
Interest earned on cash and marketable securities held in Trust Account	778,423	2,219	1,028,672	8,529
Other income, net	3,250,238	4,153,362	7,786,428	3,680,551
Income before provision for income taxes	2,690,503	3,569,580	6,312,119	2,651,945
Provision for income taxes	(139,907)		(146,217)
Net income	$ 2,550,596	$ 3,569,580	$ 6,165,902	$ 2,651,945
Basic and diluted weighted average shares outstanding, Common stock (in Shares)	21,556,250	21,556,250	21,556,250	17,462,355
Basic and diluted net income per share, Common stock (in Dollars per share)	$ 0.12	$ 0.17	$ 0.29	$ 0.15

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Basic and diluted weighted average shares outstanding, Common stock	21,556,250	21,556,250	21,556,250	17,462,355
Basic and diluted net income per share, Common stock	$ 0.12	$ 0.17	$ 0.29	$ 0.15

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 10, 2021
Balance (in Shares) at Jan. 10, 2021
Issuance of common stock to Sponsor	$ 431	24,569		25,000
Issuance of common stock to Sponsor (in Shares)	4,312,500
Accretion for Common Stock to redemption amount		(24,569)	(13,693,440)	(13,718,009)
Net income (loss)			(474,227)	(474,227)
Balance at Mar. 31, 2021	$ 431		(14,167,667)	(14,167,236)
Balance (in Shares) at Mar. 31, 2021	4,312,500
Balance at Jan. 10, 2021
Balance (in Shares) at Jan. 10, 2021
Net income (loss)				2,651,945
Balance at Sep. 30, 2021	$ 431		(12,828,684)	(12,828,253)
Balance (in Shares) at Sep. 30, 2021	4,311,250
Balance at Mar. 31, 2021	$ 431		(14,167,667)	(14,167,236)
Balance (in Shares) at Mar. 31, 2021	4,312,500
Accretion for Common Stock to redemption amount			(1,787,189)	(1,787,189)
Forfeiture of founder shares
Forfeiture of founder shares (in Shares)	(1,250)
Net income (loss)			(443,408)	(443,408)
Balance at Jun. 30, 2021	$ 431		(16,398,264)	(16,397,833)
Balance (in Shares) at Jun. 30, 2021	4,311,250
Net income (loss)			3,569,580	3,569,580
Balance at Sep. 30, 2021	$ 431		(12,828,684)	(12,828,253)
Balance (in Shares) at Sep. 30, 2021	4,311,250
Balance at Dec. 31, 2021	$ 431		(13,117,138)	(13,116,707)
Balance (in Shares) at Dec. 31, 2021	4,311,250
Net income (loss)			2,671,277	2,671,277
Balance at Mar. 31, 2022	$ 431		(10,445,861)	(10,445,430)
Balance (in Shares) at Mar. 31, 2022	4,311,250
Balance at Dec. 31, 2021	$ 431		(13,117,138)	(13,116,707)
Balance (in Shares) at Dec. 31, 2021	4,311,250
Net income (loss)				6,165,902
Balance at Sep. 30, 2022	$ 431		(7,501,293)	(7,500,862)
Balance (in Shares) at Sep. 30, 2022	4,311,250
Balance at Mar. 31, 2022	$ 431		(10,445,861)	(10,445,430)
Balance (in Shares) at Mar. 31, 2022	4,311,250
Net income (loss)			944,029	944,029
Balance at Jun. 30, 2022	$ 431		(9,501,832)	(9,501,401)
Balance (in Shares) at Jun. 30, 2022	4,311,250
Accretion for Common Stock to redemption amount			(550,057)	(550,057)
Net income (loss)			2,550,596	2,550,596
Balance at Sep. 30, 2022	$ 431		$ (7,501,293)	$ (7,500,862)
Balance (in Shares) at Sep. 30, 2022	4,311,250

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 6,165,902	$ 2,651,945
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(1,028,672)	(8,529)
Change in fair value of warrant liabilities	(6,757,756)	(4,217,470)
Change in fair value of overallotment liability		148,082
Compensation expense		34,661
Transaction costs incurred in connection with IPO, related to warrants		362,705
Changes in current assets and current liabilities:
Prepaid expenses	(77,849)	(132,105)
Accounts payable and accrued expenses	31,620	343,875
Income taxes payable	146,217
Other receivable		(11)
Net cash used in operating activities	(1,520,538)	(816,847)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(172,450,000)
Net cash used in investing activities		(172,450,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		169,001,000
Proceeds from sale of Private Placement Warrants		5,199,000
Advances from related party	1,091,000
Proceeds from promissory note – related party	250,000	50,285
Repayment of promissory note – related party		(50,285)
Payment of offering costs		(298,035)
Net cash provided by financing activities	1,341,000	173,901,965
Net change in cash	(179,538)	635,118
Cash, beginning of the period	256,739
Cash, end of the period	77,201	635,118
Supplemental disclosure of noncash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of founder shares		25,000
Accretion of common stock to redemption amount	550,057	15,505,198
Initial Classification of Warrant Liabilities		11,441,861
Deferred underwriting fee payable		$ 6,035,750

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Genesis Acquisition Corp. III (the “Company”) was incorporated in Delaware on January 11, 2021. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (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 for the period from January 11, 2021 (inception) through September 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021. On March 26, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,166,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to our sponsor, Northern Genesis Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,750,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 26, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be 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 meeting the conditions 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 or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On April 8, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 2,245,000 Units and the sale of an additional 299,334 Private Placement Warrants, generating total gross proceeds of $22,899,001. Following the partial exercise of the over-allotment option by the underwriters’ and the sale of the additional Private Placement Warrants, an additional $22,450,000 was placed in the Trust Account bringing the aggregate proceeds held in the Trust Account to $172,450,000. The Company incurred $449,001 of underwriting fees and $787,750 of deferred underwriting fees. Transaction costs amounted to $9,807,785, consisting of $3,449,000 of underwriting fees, $6,035,750 of deferred underwriting fees and $323,035 of other offering costs. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally towards completing a Business Combination. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (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 Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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 Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provisions that specifically apply only to the period prior to the consummation of our initial business combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 26, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and less up to $125,000 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares will agree to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree 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 to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $125,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had cash of $77,201 not held in the Trust Account and available for working capital purposes. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. On September 30, 2021, the sponsor committed to provide up to $3,000,000 in working capital loans as needed by the Company in order to finance transactions in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured, and will be repaid upon the consummation of an initial business combination. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that we have funds available outside of the Trust Account to repay such loans. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or March 26, 2023, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). In connection with our assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, management has determined that mandatory liquidation and subsequent dissolution raises substantial doubt about our Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should our company be required to liquidate after March 26, 2023. Although we intend to consummate a business combination on or before March 26, 2023, and may seek an extension, it is uncertain that we will be able to consummate a business combination, or obtain an extension, by this time. This, as well as our liquidity condition, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if our Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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.

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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“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 April 12, 2022. The interim results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common shares issued were initially charged to temporary equity and then accreted to common shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $9,807,785, of which $9,489,531 were charged to stockholders’ equity upon the completion of the Initial Public Offering on March 26, 2021 and $318,254 was expensed in the statements of operations. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“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 stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for the periods where no observable traded price was available were valued using the Black-Scholes Option Pricing model (see Note 9). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value 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 redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,450,000 Less: Proceeds allocated to Public Warrants 6,208,200 Common stock issuance costs 9,296,999 Plus: Accretion of carrying value to redemption value (15,505,199 ) Common stock subject to possible redemption, December 31, 2021 172,450,000 Plus: Accretion of carrying value to redemption value 550,057 Common stock subject to possible redemption, September 30, 2022 $ 173,000,057 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 5.20% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 2.32% and 0% for the nine months ended September 30, 2022 and and for the period from January 11, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. As a result of the classification of both Founders Shares and the IPO shares as common stock, these redeemable and non-redeemable shares are encompassed within the weighted average shares calculation for common stock below. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 7,777,251 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three months ended September 30 Nine Months For the 2022 2021 2022 2021 Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,550,596 $ 3,569,580 $ 6,165,902 $ 2,651,945 Denominator: Basic and diluted weighted average shares outstanding 21,556,250 21,556,250 21,556,250 17,462,355 Basic and diluted net income per common stock $ 0.12 $ 0.17 $ 0.29 $ 0.15 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9.) Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,450,000 at a price of $10.00 per Unit, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,245,000 Units. Each Unit will consist of one share of common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $4,750,000, from the Company in a private placement. The Sponsor purchased an additional 299,334 at a price of $1.50 per Private Placement Warrant when the underwriters partially exercised their over-allotment option. Each Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 4,312,500 shares of the Company’s common stock (the “Founder Shares”). The Founder Shares include an aggregate of up 562,500 shares that were subject to forfeiture. On April 8, 2021, as a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining over-allotment option, 1,250 Founder Shares were forfeited and 561,250 Founder Shares ceased to be subject to forfeiture, resulting in an aggregate of 4,311,250 Founder Shares issued and outstanding. The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 23, 2021, pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000, respectively, in fees for these services. For the three months ended September 30, 2021, and for the period from January 11, 2021 (inception) through September 30, 2021, the Company incurred $30,000 and $70,000, respectively, in fees for these services, of which such amount is included in accrued expenses in the accompanying condensed balance sheets. Promissory Note — Related Party On January 13, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 and the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $50,285 was repaid at the closing of the Initial Public Offering on March 26, 2021. On September 30, 2021 the Sponsor committed to provide up to $3,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that we have funds available outside of the Trust Account to repay such loans. On January 27, 2022, the Company issued a promissory note, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory note is non-interest bearing and payable on the earlier of the date of the consummation of a business combination or the date of liquidation. At September 30, 2022 and December 31, 2021 there was $250,000 and $0 outstanding balance, respectively. Personnel Services Agreement The Company entered into a Personnel Services Agreement, dated April 1, 2021, with the Sponsor pursuant to which, subject to maintaining funds adequate for our projected obligations, the Company expects to pay up to $2,000,000 in the aggregate in respect of the services of personnel affiliated with the Sponsor, including persons who may be directors or officers of the Company, for activities on the Company’s behalf, including services related to identifying, investigating and completing an initial business combination and other operational and support services. To the extent any amounts are in respect of the services of individuals who also serve as directors or executive officers of the Company, such amounts will be reviewed and approved by its audit committee. For the three and nine months ended September 30, 2022, the Company incurred $240,000 and $720,000, respectively, of which $160,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. For the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021, the Company incurred $240,000 and $520,000, inclusive of $40,000 in initial payment of the agreement and $80,000 for each month within the second quarter for these services, of which $80,000 is included in accounts payable in the accompanying condensed balance sheets. The Sponsor, the Company’s officers, and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. For the three and nine months ended September 30, 2022, there were no amounts relating to the above arrangement recorded. For the three months ended September 30, 2021, and for the period from January 11, 2021 (inception) through September 30, 2021, there were no amounts relating to the above arrangement recorded. Advances from Related Party and Due to Sponsor The Sponsor advanced the Company $1,091,000 as of September 30, 2022 for working capital purposes. The advance is non-interest bearing and is due on demand. Related Party Loans In order to provide working capital or to fund payment of transaction costs in connection with an intended initial Business Combination, the Sponsor will have the right to purchase from the Company, at a price of $1.50 per warrant, up to 2,000,000 working capital warrants (“Working Capital Warrants”) that are not then subject to issuance upon conversion of any Working Capital Loan, having the same terms as the Private Placement Warrants. In addition, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds on a non-interest basis (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or the terms of such loans may grant the lender the right to convert all or any portion of such loans into Working Capital Warrants, at a price of $1.50 per warrant, to the extent that such Working Capital Warrants have not previously been purchased by the Sponsor. 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. At September 30, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loan.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2022
Commitments [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 23, 2021, the holders of the Founder Shares, Private Placement Warrants, Working Capital Warrants that may be issued to the Sponsor or upon conversion of the Working Capital Loans, and Forward Purchase Securities (as defined below) that may be issued under the Forward Purchase Agreement (and any shares of common stock issuable upon the exercise of the Private Placement Warrants, Working Capital Warrants, or Forward Purchase Warrants) are entitled to registration rights pursuant to the registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to five demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 8, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 2,245,000 Units and forfeited their option to purchase an additional 5,000 Units. The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $5,250,000 (or up to $6,037,500 if the underwriters’ over-allotment was exercised in full). As a result of the underwriters’ election to partially exercise their over-allotment option on April 8, 2021, the underwriters are entitled to a deferred fee of $6,035,750 (see Note 7). The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Forward Purchase Agreement On March 23, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital III LLC (“NGC”), an entity which is affiliated with the Company’s Sponsor, pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial Business Combination, the Company offers to the members of Northern Genesis Capital III LLC (the “forward purchase investors”) the right to purchase, subject to certain conditions, an aggregate maximum amount of up to $75,000,000 of either (i) a number of units (the “Forward Purchase Units”), consisting of one share of common stock (the “Forward Purchase Shares”) and one-eighth of one redeemable warrant (the “Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $11.50 per share (such Forward Purchase Shares or Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that will close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants have the same terms as the Public Warrants and the Forward Purchase Shares are identical to the shares of common stock included in the Units being sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants are subject to transfer restrictions under applicable securities laws until registered pursuant to certain registration rights. The funds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the initial Business Combination, to pay expenses in connection with an initial Business Combination, and for the capital needs of the post-transaction company. The forward purchase transaction, if any, will not be dependent upon or affected by the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The forward purchase transaction is at the discretion of the Company and is subject to conditions, including one or more forward purchase investors confirming their commitment to purchase Forward Purchase Securities and the amount thereof no later than fifteen days after the Company notifies Northern Genesis Capital III LLC of an Initial Business Combination and of the Company’s intention to raise capital through the issuance of equity securities in connection with the closing of such Business Combination. Each forward purchase investor may grant or withhold its confirmation entirely within its sole discretion, and if a forward purchase investor does not confirm its commitment at such time, it will not be obligated and will not have the right to purchase any of the Forward Purchase Securities. On April 21, 2021, the Company entered into an Amended and Restated Forward Purchase Agreement with NGC (the “NGC Forward Purchase Agreement”), and certain additional Forward Purchase Agreements with additional institutional investors (collectively, with the NGC Forward Purchase Agreement, the “New Forward Purchase Agreements”). The New Forward Purchase Agreements collectively replace that certain Forward Purchase Agreement previously entered into by the Company and NGC in connection with the closing of the Company’s initial public offering (the “Original Agreement”). Pursuant to the New Forward Purchase Agreements, if the Company determines to raise capital by the private placement of equity securities in connection with the closing of its initial business combination (subject to certain limited exceptions), the members of NGC (institutional investors that also are members of the Company’s Sponsor,) and the parties to the additional New Forward Purchase Agreements have the first right to purchase an aggregate amount of up to 7,500,000 “forward purchase units” of the Company (under all New Forward Purchase Agreements, taken together) for $10.00 per forward purchase unit, or an aggregate total of $75,000,000. Each forward purchase unit would consist of one share of the Company’s common stock and one-eighth of one warrant, with each whole warrant exercisable to purchase one share of the Company’s common stock at $11.50 per share. The common stock and warrants included in the forward purchase units would have the same terms as the Company’s publicly traded common stock and warrants but would not be freely tradable until registered. As with the Original Agreement, any commitment by any potential purchaser under any of the New Forward Purchase Agreements is subject to and conditioned upon written confirmation from the prospective purchaser, following the Company’s notification to such purchaser of its intention to enter into an initial business combination agreement, which a prospective purchaser was grant or withhold in its sole discretion. In addition, if a private placement of equity securities in connection with the Company’s initial business combination exceeds $75,000,000, the Company agreed under each New Forward Purchase Agreement to use its commercially reasonable efforts to permit priority participation in such additional amount by the members of NGC and the parties to the additional New Forward Purchase Agreements, in an aggregate additional amount up to $150,000,000, on the same terms as those offered to other prospective purchasers in connection with such additional private placement amount. Each New Forward Purchase Agreement that the holders of the shares of common stock and warrants included in the forward purchase units will be entitled to registration rights pursuant to the terms of any registration rights agreement applicable to any equity securities issued by way of private placement in connection with the closing of the Company’s initial business combination or, in the absence of the foregoing, pursuant to the terms of the registration rights agreement entered into by the Company, Sponsor and NGC in connection with the Company’s initial public offering (the “Registration Rights Agreement”). Pursuant to the foregoing, on April 21, 2021, the Registration Rights Agreement was amended to clarify that the shares and warrants included in up to 7,500,000 total forward purchase units remain subject to the Registration Rights Agreement, regardless of the specific Forward Purchase Agreement pursuant to which they may be issued. Each New Forward Purchase Agreement contains representations and warranties by each party, conditions to closing, and additional provisions that are customary for agreements of this nature. The terms of all of the New Forward Purchase Agreements are substantively the same as the previously disclosed Forward Purchase Agreements, except that the NGC Forward Purchase Agreement gives NGC board observation rights prior to the Company’s initial business combination and gives the members of NGC a priority right to subscribe for any of the forward purchase units that any other prospective purchasers do not elect to purchase under any of the other New Forward Purchase Agreements.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Common Stock

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES Warrants The Company will not be obligated to deliver any shares of 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 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. No warrant will be exercisable, and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless 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 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional 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 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 the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants, Working Capital Warrants, and the common stock issuable upon the exercise of the Private Placement Warrants and Working Capital Warrants cannot be transferred until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If any Private Placement Warrants or Working Capital Warrants are held by someone other than the initial purchasers or their permitted transferees, such Private Placement Warrants and Working Capital Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 173,490,844 $ 172,462,172 Liabilities: Warrant liabilities – Public Warrants 1 $ 129,338 $ 3,837,013 Warrant liabilities – Private Placement Warrants 3 $ 103,980 $ 3,154,061 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Private Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price is used as the fair value as of each relevant date. The fair value of the Private Placement Warrants was estimated at December 31, 2021 to be $0.91 per share and at September 30, 2022 to be $0.03 per share using the modified Black-Scholes option pricing model and the following assumptions: December 31, September 30, Expected Volatility 14.5 % 1.0 % Risk-free interest rate 1.54 % 4.05 % Expected term (years) 6.00 0.5 Fair value per share of common stock $ 9.76 $ 9.81 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of December 31, 2021 $ 3,154,061 $ — $ 3,154,061 Change in valuation inputs or other assumptions (1,351,740 ) — (1,351,740 ) Fair value as of March 31, 2022 $ 1,802,321 $ — $ 1,802,321 Change in valuation inputs or other assumptions (519,901 ) — (519,901 ) Fair value as of June 30, 2022 $ 1,282,420 $ — $ 1,282,420 Change in valuation inputs or other assumptions (1,178,440 ) — (1,178,440 ) Fair value as of September 30, 2022 $ 103,980 $ — $ 103,980 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021, was $6,208,200. There were no transfers made during three and nine months ended September 30, 2022.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“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 April 12, 2022. The interim results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common shares issued were initially charged to temporary equity and then accreted to common shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $9,807,785, of which $9,489,531 were charged to stockholders’ equity upon the completion of the Initial Public Offering on March 26, 2021 and $318,254 was expensed in the statements of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“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 stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for the periods where no observable traded price was available were valued using the Black-Scholes Option Pricing model (see Note 9).
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value 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 redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,450,000 Less: Proceeds allocated to Public Warrants 6,208,200 Common stock issuance costs 9,296,999 Plus: Accretion of carrying value to redemption value (15,505,199 ) Common stock subject to possible redemption, December 31, 2021 172,450,000 Plus: Accretion of carrying value to redemption value 550,057 Common stock subject to possible redemption, September 30, 2022 $ 173,000,057
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 5.20% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 2.32% and 0% for the nine months ended September 30, 2022 and and for the period from January 11, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. As a result of the classification of both Founders Shares and the IPO shares as common stock, these redeemable and non-redeemable shares are encompassed within the weighted average shares calculation for common stock below. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 7,777,251 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three months ended September 30 Nine Months For the 2022 2021 2022 2021 Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,550,596 $ 3,569,580 $ 6,165,902 $ 2,651,945 Denominator: Basic and diluted weighted average shares outstanding 21,556,250 21,556,250 21,556,250 17,462,355 Basic and diluted net income per common stock $ 0.12 $ 0.17 $ 0.29 $ 0.15
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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts
Fair Value of Financial Instruments	Fair Value of Financial Instruments
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of common stock reflected in the condensed balance sheets	Gross proceeds $ 172,450,000 Less: Proceeds allocated to Public Warrants 6,208,200 Common stock issuance costs 9,296,999 Plus: Accretion of carrying value to redemption value (15,505,199 ) Common stock subject to possible redemption, December 31, 2021 172,450,000 Plus: Accretion of carrying value to redemption value 550,057 Common stock subject to possible redemption, September 30, 2022 $ 173,000,057
Schedule of basic and diluted net income (loss) per common share	Three months ended September 30 Nine Months For the 2022 2021 2022 2021 Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,550,596 $ 3,569,580 $ 6,165,902 $ 2,651,945 Denominator: Basic and diluted weighted average shares outstanding 21,556,250 21,556,250 21,556,250 17,462,355 Basic and diluted net income per common stock $ 0.12 $ 0.17 $ 0.29 $ 0.15

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of company's assets and liabilities	Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 173,490,844 $ 172,462,172 Liabilities: Warrant liabilities – Public Warrants 1 $ 129,338 $ 3,837,013 Warrant liabilities – Private Placement Warrants 3 $ 103,980 $ 3,154,061
Schedule of balck scholes option pricing model	December 31, September 30, Expected Volatility 14.5 % 1.0 % Risk-free interest rate 1.54 % 4.05 % Expected term (years) 6.00 0.5 Fair value per share of common stock $ 9.76 $ 9.81
Schedule of changes in fair value of warrant liabilities	Private Public Warrant Fair value as of December 31, 2021 $ 3,154,061 $ — $ 3,154,061 Change in valuation inputs or other assumptions (1,351,740 ) — (1,351,740 ) Fair value as of March 31, 2022 $ 1,802,321 $ — $ 1,802,321 Change in valuation inputs or other assumptions (519,901 ) — (519,901 ) Fair value as of June 30, 2022 $ 1,282,420 $ — $ 1,282,420 Change in valuation inputs or other assumptions (1,178,440 ) — (1,178,440 ) Fair value as of September 30, 2022 $ 103,980 $ — $ 103,980

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 08, 2021	Mar. 26, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Additional deposit in trust account	$ 22,450,000
Trust account	172,450,000
Underwriting fees	449,001			$ 3,449,000
Deferred underwriting fees	$ 787,750			6,035,750
Transaction costs				9,807,785
Other offering costs				323,035
Net tangible assets			$ 5,000,001	$ 5,000,001
Aggregate public share percentage				15%
Redemption percentage of public shares				100%
Dissolution expenses				$ 125,000
Public per share (in Dollars per share)			$ 10	$ 10
Liquidation excepts			$ 125,000	$ 125,000
Operating bank account				$ 77,201
Working capital loan					$ 3,000,000
U.S. federal excise tax, percentage			21%	21%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		15,000,000
Generating gross proceeds		$ 150,000,000
Price per unit (in Dollars per share)		$ 10	$ 10	$ 10
Generating gross proceeds		$ 150,000,000
Public per share (in Dollars per share)			10	$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of additional units (in Shares)	299,334			3,166,667
Price per unit (in Dollars per share)			1.5	$ 1.5
Generating total gross proceeds	$ 22,899,001			$ 4,750,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of additional units (in Shares)	2,245,000
Price per unit (in Dollars per share)			1.5	$ 1.5
Underwriting fees				$ 6,037,500
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10	$ 10
Inflation Reduction Act [Member]
Description of Organization and Business Operations (Details) [Line Items]
U.S. federal excise tax, percentage				1%
Excise tax of fair market value of the shares				1%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description				The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-Business Combination 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 26, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs (in Dollars)		$ 9,807,785		$ 9,807,785
Charged to stockholders’ equity (in Dollars)				$ 9,489,531
Effective tax rate percentage		5.20%	0%	2.32%	0%
Statutory tax rate percentage		21%		21%
Federal depository insurance coverage (in Dollars)				$ 250,000
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares of common stock (in Shares)		7,777,251		7,777,251
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Initial public offering expense (in Dollars)	$ 318,254
Shares of common stock (in Shares)	15,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the condensed balance sheets - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Common Stock Reflected In The Condensed Balance Sheets Abstract
Gross proceeds		$ 172,450,000
Less:
Proceeds allocated to Public Warrants		6,208,200
Common stock issuance costs		9,296,999
Plus:
Accretion of carrying value to redemption value	$ 550,057	(15,505,199)
Common stock subject to possible redemption	$ 173,000,057	$ 172,450,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of net income, as adjusted	$ 2,550,596	$ 3,569,580	$ 6,165,902	$ 2,651,945
Denominator:
Basic weighted average shares outstanding	21,556,250	21,556,250	21,556,250	17,462,355
Basic net income per common stock	$ 0.12	$ 0.17	$ 0.29	$ 0.15

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Basic And Diluted Net Income Loss Per Common Share Abstract
Diluted weighted average shares outstanding	21,556,250	21,556,250	21,556,250	17,462,355
Diluted net income per common stock	$ 0.12	$ 0.17	$ 0.29	$ 0.15

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Initial Public Offering (Details) [Line Items]
Price per unit (in Dollars per share) | $ / shares	$ 10
Over-allotment option amount | shares	2,245,000
Public warrant description	Each Unit will consist of one share of common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units | shares	17,450,000
Price per unit (in Dollars per share) | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Additional purchased shares (in Shares) | shares	299,334
Common Stock [Member]
Private Placement (Details) [Line Items]
Price per share	$ 11.5
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate shares (in Shares) | shares	3,166,667
Price per share	$ 1.5
Purchase price (in Dollars) | $	$ 4,750,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Price per share	$ 1.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 01, 2021	Jan. 13, 2021	Jan. 27, 2022	Apr. 08, 2021	Mar. 26, 2021	Mar. 23, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Incurred fees and service							$ 30,000	$ 30,000	$ 90,000
Working capital (in Shares)										3,000,000
Aggregate principal amount			$ 250,000
Outstanding balance									250,000		$ 0
Initial payment agreement description								For the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021, the Company incurred $240,000 and $520,000, inclusive of $40,000 in initial payment of the agreement and $80,000 for each month within the second quarter for these services, of which $80,000 is included in accounts payable in the accompanying condensed balance sheets.
Working capital Advance									1,091,000
Personnel Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of services value	$ 2,000,000
Service expense incurred							$ 240,000		720,000
Accounts payable and accrued expenses									$ 160,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid		$ 25,000
Shares consideration (in Shares)		4,312,500
Shares subject to forfeiture (in Shares)		562,500		561,250
Forfeited of founder Shares (in Shares)				1,250
Founder shares issued and outstanding (in Shares)				4,311,250
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description									The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Administrative Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount						$ 10,000
Incurred fees and service										$ 70,000
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount		$ 150,000
Repaid of promissory note					$ 50,285
Working Capital Warrant [Member]
Related Party Transactions (Details) [Line Items]
Working capital (in Shares)									2,000,000
Price per share (in Dollars per share)							$ 1.5		$ 1.5
Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)							$ 1.5		$ 1.5

Commitments (Details)

Commitments (Details) - USD ($)			1 Months Ended	9 Months Ended
	Apr. 21, 2021	Apr. 08, 2021	Mar. 23, 2021	Sep. 30, 2022
Commitments (Details) [Line Items]
Additional units (in Shares)				2,250,000
Option to forfeited additional units (in Shares)		5,000
Deferred fee percentage				3.50%
Underwriters exercised amount		$ 449,001		$ 3,449,000
Underwriters deferred fee		$ 6,035,750
Forward purchase agreement, description			On March 23, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital III LLC (“NGC”), an entity which is affiliated with the Company’s Sponsor, pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial Business Combination, the Company offers to the members of Northern Genesis Capital III LLC (the “forward purchase investors”) the right to purchase, subject to certain conditions, an aggregate maximum amount of up to $75,000,000 of either (i) a number of units (the “Forward Purchase Units”), consisting of one share of common stock (the “Forward Purchase Shares”) and one-eighth of one redeemable warrant (the “Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $11.50 per share (such Forward Purchase Shares or Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that will close concurrently with the closing of the initial Business Combination.
Forward purchase units (in Shares)				7,500,000
Per share price (in Dollars per share)				$ 10
Aggregate amount				$ 75,000,000
Share price per share (in Dollars per share)				$ 10
Common Stock [Member]
Commitments (Details) [Line Items]
Share price per share (in Dollars per share)				$ 11.5
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional units (in Shares)		2,245,000
Underwriters exercised amount				$ 6,037,500
Initial Public Offering [Member]
Commitments (Details) [Line Items]
Gross proceeds				$ 5,250,000
Share price per share (in Dollars per share)				$ 10
Private Placement [Member]
Commitments (Details) [Line Items]
Aggregate amount				$ 150,000,000
Forward purchase units (in Shares)	7,500,000
Business Combination [Member] | Private Placement [Member]
Commitments (Details) [Line Items]
Initial business combination exceeds				$ 75,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
Common stock, shares authorized	100,000,000	100,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	4,311,250	4,311,250
Common stock, shares outstanding	4,311,250	4,311,250
Common stock subject to possible redemption	17,245,000	17,245,000

Warrant Liabilities (Details)

Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares
Warrant Liabilities (Details) [Line Items]
Share price	$ 10
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Warrant per share	0.01
Share price	$ 18
Business Combination [Member]
Warrant Liabilities (Details) [Line Items]
Business Combination	In addition, if (x) the Company issues additional 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 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 the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Black Scholes option pricing model per share	$ 0.91	$ 0.03
Fair value Measurement (in Dollars)	$ 6,208,200

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of company's assets and liabilities - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member] | Cash and marketable securities held in Trust Account [Member]
Assets:
Total assets	$ 173,490,844	$ 172,462,172
Level 1 [Member] | Warrant liabilities – Public Warrants [Member]
Liabilities:
Total liabilities	129,338	3,837,013
Level 3 [Member] | Warrant liabilities – Private Placement Warrants [Member]
Liabilities:
Total liabilities	$ 103,980	$ 3,154,061

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of black scholes option pricing model - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Black Scholes Option Pricing Model Abstract
Expected Volatility	1%	14.50%
Risk-free interest rate	4.05%	1.54%
Expected term (years)	6 months	6 years
Fair value per share of common stock (in Dollars per share)	$ 9.81	$ 9.76

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of beginning balance	$ 1,282,420	$ 1,802,321	$ 3,154,061
Change in valuation inputs or other assumptions	(1,178,440)	(519,901)	(1,351,740)
Fair value as of ending balance	103,980	1,282,420	1,802,321
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of beginning balance
Change in valuation inputs or other assumptions
Fair value as of ending balance
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of beginning balance	1,282,420	1,802,321	3,154,061
Change in valuation inputs or other assumptions	(1,178,440)	(519,901)	(1,351,740)
Fair value as of ending balance	$ 103,980	$ 1,282,420	$ 1,802,321