Intuitive Machines (LUNR) S-4/A 12 Jan 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2022
Document Information Line Items
Entity Registrant Name	Inflection Point Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 3
Entity Central Index Key	0001844452
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Cash	$ 19,442	$ 359,610
Prepaid expenses	457,847	475,532
Total current assets	477,289	835,142
Prepaid expenses – noncurrent portion		326,032
Marketable Securities held in Trust Account	331,742,611	329,755,798
Total assets	332,219,900	330,916,972
Liabilities and Shareholders’ Equity
Accrued offering costs and expenses	2,237,404	218,421
Due to related party	110,000	1,032
Working Capital Loan	125,000
Total current liabilities	2,472,404	219,453
Deferred underwriting fee	11,541,250	11,541,250
Total liabilities	14,013,654	11,760,703
Commitments and Contingencies (Note 7)
Class A ordinary share subject to possible redemption, 31,588,011 shares at redemption value	317,872,721	315,880,110
Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,386,989 shares issued and outstanding (excluding 31,588,011 shares subject to possible redemption)	139	139
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,243,750 shares issued and outstanding	825	825
Additional paid-in capital	1,598,095	3,590,706
Accumulated deficit	(1,265,534)	(315,511)
Total Shareholders’ Equity	333,525	3,276,159
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity	$ 332,219,900	$ 330,916,972

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Ordinary share subject to possible redemption	31,588,011	31,588,011
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary share subject to possible redemption	31,588,011	31,588,011
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	1,386,989	1,386,989
Ordinary shares, shares outstanding	1,386,989	1,386,989
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	8,243,750	8,243,750
Ordinary shares, shares outstanding	8,243,750	8,243,750

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Formation and operating costs	$ 2,011,943	$ 21,737	$ 41,625	$ 2,936,836	$ 491,341
Loss from operations	(2,011,943)	(21,737)	(41,625)	(2,936,836)	(491,341)
Other income
Change in fair value of over-allotment					193,471
Issuance cost of over-allotment		(23,439)	(23,439)		(23,439)
Interest income	1,491,055	200	200	1,986,813	5,798
Total other income	1,491,055	(23,239)	(23,239)	1,986,813	175,830
Net loss	$ (520,888)	$ (44,976)	$ (64,864)	$ (950,023)	$ (315,511)
Class A Ordinary Shares
Other income
Basic and diluted weighted average shares outstanding (in Shares)	32,975,000	2,282,609	850,202	32,975,000	9,322,714
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)
Class B Ordinary Shares
Other income
Basic and diluted weighted average shares outstanding (in Shares)	8,243,750	7,500,000	7,287,449	8,243,750	7,485,546
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares
Diluted weighted average shares outstanding	32,975,000	2,282,609	850,202	32,975,000	9,322,714
Diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)
Class B Ordinary Shares
Diluted weighted average shares outstanding	8,243,750	7,500,000	7,287,449	8,243,750	7,485,546
Diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes In Shareholders’ Equity - USD ($)		Class A Ordinary Shares	Class B Ordinary Shares		Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021				[1]
Issuance of Class B ordinary share to initial shareholders			$ 863		24,137		25,000
Issuance of Class B ordinary share to initial shareholders (in Shares)	[1]		8,625,000
Net loss						(16,114)	(16,114)
Balance at Mar. 31, 2021			$ 863		24,137	(16,114)	8,886
Balance (in Shares) at Mar. 31, 2021			8,625,000	[1]
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021				[1]
Net loss							(64,864)
Balance at Sep. 30, 2021		$ 139	$ 863		4,825,389	(64,864)	4,761,527
Balance (in Shares) at Sep. 30, 2021		1,386,989	8,625,000	[1]
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021				[1]
Issuance of Class B ordinary share to initial shareholders			$ 863		24,137		25,000
Issuance of Class B ordinary share to initial shareholders (in Shares)			8,625,000
Sale of 6,845,000 Private Placement Warrants, net of offering costs					6,831,701		6,831,701
Capital contribution for sale of Class B shares to Anchor Investors					9,680,125		9,680,125
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs		$ 139			12,756,833		12,756,972
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs (in Shares)		1,386,989
Allocated discount and offering costs					11,025,229		11,025,229
Forfeiture of 381,250 Class B founder shares			$ (38)		38
Forfeiture of 381,250 Class B founder shares (in Shares)			(381,250)
Remeasurement of exercised over-allotment option					87,830		87,830
Remeasurement of Class A ordinary shares subject to redemption					(36,815,188)		(36,815,188)
Net loss						(315,511)	(315,511)
Balance at Dec. 31, 2021		$ 139	$ 825		3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Balance at Mar. 31, 2021			$ 863		24,137	(16,114)	8,886
Balance (in Shares) at Mar. 31, 2021			8,625,000	[1]
Net loss						(3,774)	(3,774)
Balance at Jun. 30, 2021			$ 863		24,137	(19,888)	5,112
Balance (in Shares) at Jun. 30, 2021			8,625,000	[1]
Sale of 6,845,000 Private Placement Warrants, net of offering costs					6,236,701		6,236,701
Capital contribution for sale of Class B shares to Anchor Investors					9,680,125		9,680,125
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs		$ 139			12,756,833		12,756,972
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs (in Shares)		1,386,989		[1]
Allocated proceeds to Public Warrants, net of underwriter discount and offering costs					10,043,226		10,043,226
Fair value of over-allotment at issuance					281,301		281,301
Remeasurement of Class A ordinary shares subject to redemption					(34,196,934)		(34,196,934)
Net loss						(44,976)	(44,976)
Balance at Sep. 30, 2021		$ 139	$ 863		4,825,389	(64,864)	4,761,527
Balance (in Shares) at Sep. 30, 2021		1,386,989	8,625,000	[1]
Balance at Dec. 31, 2021		$ 139	$ 825		3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Net loss						(320,455)	(320,455)
Balance at Mar. 31, 2022		$ 139	$ 825		3,590,706	(635,966)	2,955,704
Balance (in Shares) at Mar. 31, 2022		1,386,989	8,243,750
Balance at Dec. 31, 2021		$ 139	$ 825		3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Net loss							(950,023)
Balance at Sep. 30, 2022		$ 139	$ 825		1,598,095	(1,265,534)	333,525
Balance (in Shares) at Sep. 30, 2022		1,386,989	8,243,750
Balance at Mar. 31, 2022		$ 139	$ 825		3,590,706	(635,966)	2,955,704
Balance (in Shares) at Mar. 31, 2022		1,386,989	8,243,750
Remeasurement of Class A ordinary shares subject to redemption					(501,556)		(501,556)
Net loss						(108,680)	(108,680)
Balance at Jun. 30, 2022		$ 139	$ 825		3,089,150	(744,646)	2,345,468
Balance (in Shares) at Jun. 30, 2022		1,386,989	8,243,750
Remeasurement of Class A ordinary shares subject to redemption					(1,491,055)		(1,491,055)
Net loss						(520,888)	(520,888)
Balance at Sep. 30, 2022		$ 139	$ 825		$ 1,598,095	$ (1,265,534)	$ 333,525
Balance (in Shares) at Sep. 30, 2022		1,386,989	8,243,750
[1]This number includes up to 1,125,000 -allotment -allotment

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Changes In Shareholders’ Equity (Parentheticals) - USD ($)	3 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Sale of private placement warrants	$ 6,845,000	$ 6,845,000
Sale of units not subject to redemption	$ 1,386,989	$ 1,386,989
Forfeiture of founder shares (in Shares)		381,250

Unaudited Condensed Statement_5

Unaudited Condensed Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (64,864)	$ (950,023)	$ (315,511)
Adjustments to reconcile net loss to net cash provided by operating activities:
Formation cost paid by Sponsor in exchange of issuance of Class B ordinary shares	11,388		11,388
Operating costs paid by related party	8,500
Interest earned on marketable securities held in trust account	(200)	(1,986,813)
Issuance cost of over-allotment	23,439
Operating expense paid by promissory note – related party			8,500
Change in fair value of over-allotment			(193,471)
Issuance cost of over-allotment			23,439
Interest earned on marketable securities held in trust account			(5,798)
Changes in current assets and liabilities:
Prepaid assets	(476,930)	343,717	(475,532)
Other assets	(439,220)		(326,032)
Due to related party	4,500	108,968	1,032
Accrued offering costs and expenses	6,000	2,018,983	67,421
Net cash used in operating activities	(927,387)	(465,168)	(1,204,564)
Cash flows from investing activities:
Investment of cash in Trust Account	(300,000,000)		(329,750,000)
Net cash used in investing activities	(300,000,000)		(329,750,000)
Cash flows from financing activities:
Proceeds from issuance of Private Placement Warrants	6,250,000		6,845,000
Proceeds from sale of Units, net of underwriting discount	296,000,000		325,155,000
Proceeds from working capital loan		125,000
Payment of promissory note – related party	(188,805)		(188,805)
Payment of offering costs	(497,021)		(497,021)
Net cash provided by financing activities	301,564,174	125,000	331,314,174
Net change in cash	636,787	(340,168)	359,610
Cash, beginning of the period		359,610
Cash, end of the period	636,787	19,442	359,610
Supplemental disclosure of non-cash financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	13,612		13,612
Offering costs paid by promissory note – related party	180,305		180,305
Capital contribution for excess fair value of Class B shares sold by the Sponsor to Anchor Investors determined to be offering cost			9,680,125
Deferred underwriting commissions payable charged to additional paid in capital	10,500,000		11,541,250
Remeasurement of Class A ordinary shares subject to possible redemption			36,815,188
Accrued offering costs	$ 151,000		$ 151,000
Re-measurement of Class A ordinary shares subject to possible redemption		$ 1,992,611

Organization, Business Operatio

Organization, Business Operations, Proposed Business Combination and Going Concern	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Organization, Business Operations, Proposed Business Combination and Going Concern	Note 1 — Organization, Business Operations, Proposed Business Combination and Going Concern Inflection Point Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 27, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “IPO”) which is described below, and, subsequent to the IPO, identifying a target company for an Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on September 21, 2021 (the “Effective Date”). On September 24, 2021, the Company consummated the IPO of 30,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 4. Each Unit consists of one Class A ordinary share (the “Class A ordinary shares” or “Public Shares”) of the Company, par value $0.0001, and one -half -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) of 6,250,000 warrants (each an “IPO Private Placement Warrant”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per IPO Private Placement Warrant, generating gross proceeds to the Company of $6,250,000, which is described in Note 5. On October 29, 2021, simultaneously with the sale of the Over -Allotment -Allotment An aggregate of 12 qualified institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units sold in the IPO. None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in the IPO. The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO. One of the Anchor Investors, Kingstown 1740 Fund, LP, (“Kingstown 1740”) is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units sold in the IPO. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) to each Anchor Investor, amounting to an aggregate of 1,625,000 Founder Shares to all Anchor Investors collectively (see Note 7). The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of founder shares (see Note 6), and $841,938 of other offering costs, with $23,439 allocated to the over -allotment Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the IPO Private Placement Warrants was deposited into a trust account (the “Trust Account”). Following the closing of the Over -Allotment -Allotment -Allotment -Allotment -Allotment -7 -Initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating an Initial Business Combination (less deferred underwriting commissions). The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete an Initial Business Combination if the post -transaction The Company will provide holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a general meeting called to approve such Initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit 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 taxes). The Company will have 24 months from the closing of the IPO to complete an Initial Business Combination (the “Combination Period”). However, if the Company is unable to complete an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an Initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre -initial -negotiated The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination with Intuitive Machines On September 16, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines” and, subsequent to the Proposed Business Combination, “Intuitive Machines OpCo”), pursuant to which, subject to the satisfaction or waiver of certain closing conditions, including the approval of the Business Combination Agreement and the transactions contemplated thereby by the Company’s shareholders, (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a) the Company will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) the Company will issue voting equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”), resulting in a combined company organized in an umbrella partnership C corporation (“Up -C Revised) of the Cayman Islands (the “Companies Act”) and the Company’s amended and restated memorandum and articles of association, (3) Intuitive Machines will change its jurisdiction from Texas to Delaware (the “Conversion”) and complete a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into common units, options, and unvested earn out units, as applicable, and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the business combination and the Domestication, Conversion, and Recapitalization, the “Proposed Business Combination”). In connection with the Proposed Business Combination, the Company will be renamed “Intuitive Machines, Inc.” (“New Intuitive Machines”). The Domestication As a condition to the Proposed Business Combination, the Company will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Company’s amended and restated memorandum and articles of association, each Founder Share will convert automatically, on a one -for-one -for-one -half Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by the Company’s shareholders, the Company will adopt a certificate of incorporation (the “Proposed Certificate of Incorporation”) that, among other things, will implement a revised class structure with the shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of Class B common stock of New Intuitive Machines, par value $0.0001 per share, having one vote per share and no economic rights (collectively, the “New Intuitive Machines Class B Common Stock”) and the shares of Class C common stock of New Intuitive Machines, par value $0.0001 per share, having three votes per share and no economic rights (collectively, the “New Intuitive Machines Class C Common Stock” and the New Intuitive Machines Class A Common Stock, the New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock, collectively, the “New Intuitive Machines Common Stock”). The Proposed Certificate of Incorporation will also authorize the issuance of “blank check” preferred stock, par value $0.0001 per share, having such characteristics as the board may, from time to time, provide. The Company’s board of directors will adopt a Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock, creating the Series A Preferred Stock (as defined below). The Conversion and Recapitalization In connection with the Proposed Business Combination, Intuitive Machines will change its jurisdiction of organization from Texas to Delaware. Immediately prior to the Closing, Intuitive Machines will effectuate the Recapitalization whereby all outstanding equity securities of Intuitive Machines will be converted into common units of Intuitive Machines OpCo (“Intuitive Machines OpCo Common Units”), options to purchase Intuitive Machines OpCo Common Units (“Intuitive Machines OpCo Options”) and unvested earn out units of Intuitive Machines OpCo (“Earn Out Units”). Consideration and Structure As a result of the Up -C The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members will be deposited into escrow at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II -A -B -A -B -A -B -A -B After the expiration of the applicable lock -up -for-one Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines Members will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to New Intuitive Machines of a per -share will issue to the exercising holder an equal number of shares of New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of a per -share Representations, Warranties, Covenants and Termination The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Intuitive Machines and the Company prior to the Closing. The Closing is subject to certain customary conditions. There is no assurance that the Proposed Business Combination will be completed. The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written consent of the Company and Intuitive Machines; (ii) either the Company or Intuitive Machines if the Closing has not occurred on or before September 16, 2023; and (iii) by Intuitive Machines if the Company has not obtained shareholder approval after the conclusion of the extraordinary general meeting of the Company’s shareholders to be held for the purpose of voting on the Proposed Business Combination. Upon termination of the Business Combination Agreement, in certain circumstances, Intuitive Machines will reimburse the Company for any amounts due and owing to the Sponsor, up to $1,500,000. The Series A Investment On September 16, 2022, concurrently with the execution of the Business Combination Agreement, the Company entered into a purchase agreement (the “Series A Purchase Agreement”) with Kingstown 1740 (an existing security holder of the Company and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, New Intuitive Machines agreed to issue and sell to the Series A Investors (i) an aggregate of 26,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of New Intuitive Machines Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) to be adopted by the Company’s board of directors following the Domestication but prior to the Closing and (ii) warrants to purchase 541,667 shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”). The Series A Investment will be consummated following the Domestication but immediately prior to the Closing. Tax Receivable Agreement The Business Combination Agreement contemplates that, at the Closing, New Intuitive Machines will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”). Pursuant to the Tax Receivable Agreement, New Intuitive Machines will generally be required to pay the TRA Holders 85% of the amount of the cash tax savings, if any, in U.S. federal, state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that New Intuitive Machines (and applicable consolidated, unitary, or combined subsidiaries thereof, if any and collectively the “Tax Group”) realizes, or is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including: • • • • Upon the completion of the Proposed Business Combination, New Intuitive Machines will be a party to the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, New Intuitive Machines will make payments to the TRA Holders in respect of 85% of the cash tax savings resulting from the net tax benefit to New Intuitive Machines of certain Tax Attributes (calculated using certain assumptions, and subject to the terms of the Tax Receivable Agreement). However, until a TRA Holder exchanges at least 5% of its Intuitive Machines OpCo Common Units, New Intuitive Machines will hold such payments applicable to existing basis until the TRA Holder satisfies such threshold exchange. Upon the completion of the Proposed Business Combination, no TRA Holder will have exchanged at least 5% of its Intuitive Machines OpCo Common Units. The tax impacts of the transaction were estimated based on the applicable law in effect on June 30, 2022. Future exchanges will result in incremental tax attributes and potential cash tax savings for New Intuitive Machines. Depending on New Intuitive Machines’ assessment on realizability of such tax attributes, the arising Tax Receivable Agreement liability will be recorded at the exchange date against equity, or at a later point through income. However, if all of the TRA Holders were to exchange or sell us all of their Intuitive Machines OpCo Common Units, New Intuitive Machines would recognize a deferred tax asset of approximately $169.2 million and a liability under the Tax Receivable Agreement of approximately $147.2 million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $10 per share; (iii) a constant corporate tax rate; (iv) that New Intuitive Machines will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that New Intuitive Machines will recognize will differ based on, among other things, the timing of the exchanges, the price per share of New Intuitive Machines Class A Common Stock at the time of the exchange, and the tax rates then in effect and certain change of control or early termination events occurring. If New Intuitive Machines exercises its right to terminate the Tax Receivable Agreement or in the case of a change in control of New Intuitive Machines or a material breach of New Intuitive Machines’ obligations under the Tax Receivable Agreement, all obligations under the Tax Receivable Agreement will be accelerated and New Intuitive Machines will be required to make a payment to the TRA Holders in an amount equal to the present value of future payments under the Tax Receivable Agreement. This payment would be based on certain assumptions, including that New Intuitive Machines would have sufficient taxable income to fully utilize the benefits arising from the Tax Attributes subject to the Tax Receivable Agreement. If New Intuitive Machines were to elect to terminate the Tax Receivable Agreement immediately after the Proposed Business Combination, assuming the market value of New Intuitive Machines Class A Common Stock is equal to $10 per share, the Company currently estimates that it would be required to pay approximately $99.7 million to satisfy its total liability. Equity Facility On September 16, 2022, the Company entered into a common stock purchase agreement (the “Cantor Purchase Agreement”), dated September 16, 2022, with CF Principal Investments LLC (“CFPI”) relating to an equity facility under which shares of newly issued New Intuitive Machines Class A Common Stock may be sold to CFPI by New Intuitive Machines. Pursuant to the terms of the Cantor Purchase Agreement, New Intuitive Machines will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18 -month subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement. In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares (the “Commitment Shares”) of New Intuitive Machines Class A Common Stock to CFPI. The Company entered into a registration rights agreement with CFPI, pursuant to which it agreed to register for resale, pursuant to Rule 415 under the Securities Act, the shares of New Intuitive Machines Class A Common Stock that are sold to CFPI under the equity facility and the Commitment Shares. Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, the Company and Intuitive Machines entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things, vote and approve the Business Combination Agreement and all other documents and transaction contemplated thereby, and to waive, subject to the consummation of the Proposed Business Combination, any and all anti -dilution Non-Redemption Agreement Concurrently with the execution of the Business Combination Agreement, the Company and Intuitive Machines entered into a non -redemption -Redemption For additional information regarding the Proposed Business Combination, see the Company’s Registration Statement on Form S -4 Going Concern As of September 30, 2022, the Company had $19,442 in its operating bank account, and working capital deficiency $1,995,115. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to a convertible promissory note (the “Working Capital Note”). All unpaid principal under the Working Capital Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of an Initial Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Working Capital Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of September 30, 2022, there was $125,000 outstanding under the Working Capital Note. Until consummation of its Initial Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an Initial Business Combination. In addition to the Working Capital Note, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but, except as set forth above, are not obligated to, loan the Company funds as may be required on a non -interest Based on the foregoing, the $19,442 in cash held outside the Trust Account will not be sufficient to allow the Company to operate for at least 12 months from the issuance of these unaudited condensed financial statements, assuming that an Initial Business Combination is not consummated during that time. Prior to the completion of an Initial Business Combination, the Company does not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205 -40 Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 -Ukraine	Note 1 — Organization, Business Operations and Going Concern Inflection Point Acquisition Corp. (the “ Company Business Combination As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 27, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (the “ IPO -operating The Company’s sponsor is Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “ Sponsor Effective Date Units Class A ordinary shares Public Shares -half Public Warrants -day -allotments -allotment Over-Allotment Public Offering Over-Allotment Units Simultaneously with the closing of the IPO, the Company consummated the private placement (the “ Private Placement IPO Private Placement Warrant -Allotment Over-Allotment Private Placement Warrants Private Placement Warrants An aggregate of 12 qualified institutional buyers (“ Anchor Investors In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares -in -allotment As of December 31, 2021, transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of Founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 included in the statement of operations as an allocation for the over -allotment -in Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “ Trust Account -Allotment -Allotment -Allotment -Allotment -Allotment -7 -initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post -transaction Investment Company Act The Company will provide shareholders (the “ Public Shareholders The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “ Combination Period -share by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre -initial -negotiated The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of December 31, 2021, the Company had approximately $0.36 million in its operating bank account, and working capital of approximately $0.62 million. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, it is possible that the $0.36 million in cash held outside the trust account might not be sufficient to allow the Company to operate for at least 12 months from the issuance of these financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended (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 Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the condensed balance sheets as current or non -current -cash 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 -cash Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our unaudited condensed statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the three months ended 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (416,710 ) $ (104,178 ) $ (10,494 ) $ (34,482 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 2,282,609 7,500,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) For the months ended For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (760,018 ) $ (190,005 ) $ (6,777 ) $ (58,087 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 850,202 7,287,449 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) Offering Costs associated with the Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment Ordinary Shares Subject to Possible Redemption 31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non -Redemption As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 1,992,611 Class A ordinary shares subject to redemption, September 30, 2022 $ 317,872,721 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 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 unaudited condensed financial statements.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP SEC Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act -Oxley 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 Use of Estimates The preparation of the financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash 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 -cash The Company granted the underwriters a 45 -day -allotments -allotment -allotment -allotment Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 9,322,714 7,485,546 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment -in Ordinary Shares Subject to Possible Redemption 31,588,011 shares of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “ Non-Redemption Shares As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption $ 315,880,110 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU -06 -20 -40 ASU 2020-06 -06 -06 -converted -06 -06 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 financial statement.

Public Offering

Public Offering	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering Abstract
Public Offering	Note 4 — Public Offering On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit in its IPO. Each Unit consists of one Class A ordinary share and one -half five One of the Anchor Investors, Kingstown 1740, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45 -day -allotments -allotment The Company provided a discount to the underwriters at the closing of the IPO of $4,000,000, and an additional discount of $595,000 upon the closing of the Over -Allotment -Allotment Warrants — five The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a post -effective th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • -day • -divisions -trading Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub -division -division Further, if: (i) the Company issues additional Class A ordinary shares or equity -linked	Note 3 — Initial Public Offering On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one -half One of the Anchor Investors, Kingstown 1740 Fund, LP, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45 -day -allotments -allotment -Allotment The Company paid an underwriting fee at the closing of the IPO of $4,000,000. As of December 31, 2021, an additional fee of $10,500,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. Under the Underwriting Agreement entered into in connection with the IPO, the deferred fee will become payable to Citigroup Global Markets Inc. from the amounts held in the Trust Account. The Company paid an underwriting fee at the closing of the Over -Allotment -Allotment Warrants — The Private Placement Warrants are identical to the Public Warrants included in the units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a post -effective th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • 30-day redemption period • -divisions -trading Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub -division -division other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Private Placement

Private Placement	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Private Placement Abstract
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 IPO Private Placement Warrants at a price of $1.00 per IPO Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over -Allotment -Allotment -Allotment The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. If the Company does not complete the Initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless.	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over -Allotment The Private Placement Warrants are identical to the Public Warrants included in the units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. If the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock -up -divisions -trading -up In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment At the Closing of the Proposed Business Combination, New Intuitive Machines will enter into a lock -up -up Sponsor Lock -Up Shares -Up Transfer -up Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on the Non -Redemption Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non -interest Working Capital Loans On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to the Working Capital Note. The Working Capital Note is non -interest -20 -40 In addition to the Working Capital Note, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but, except as set forth above, are not obligated to, make Working Capital Loans to the Company as may be required on a non -interest At September 30, 2022 and December 31, 2021, $125,000 and $0, respectively, were outstanding under Working Capital Loans. Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it pays a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of an Initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company recorded $45,000 and $135,000 of administrative service fees under the agreement, respectively. For the three months ended September 30, 2021, and for the period from January 27, 2021 (inception) through September 30, 2021, the Company recorded $4,500 for these services. As of September 30, 2022 and December 31, 2021, $60,000 and $4,500 was due under the agreement which is included in due to related party on the Company’s unaudited condensed Balance Sheets, respectively. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of an Initial Business Combination. For the three and nine months ended September 30, 2022, the Company recorded $37,500 and $112,500 of compensation for services provided, respectively. For the three months ended September 30, 2021, and for the period from January 27, 2021 (inception) through September 30, 2021, the Company did not incur fees for these services. As of September 30, 2022 and December 31, 2021, there was $50,000 and $0 due to the COS which is included in due to related party on the Company’s unaudited condensed Balance Sheets, respectively. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“FPA”) pursuant to which certain affiliates of the Sponsor (“Kingstown”) agreed to purchase up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of an Initial Business Combination, subject to approval by the Kingstown investment committee. The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with an Initial Business Combination, will be used to satisfy the cash requirements of an Initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post -Initial The Company evaluated the FPA under ASC 480 and ASC 815 -40	Note 5 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “ Founder Shares -allotment -allotment The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “ lock-up -divisions -trading -up In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “ Non-Redemption Shares Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans -interest Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it will also pay a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company recorded $48,000 of administrative service fees under the agreement, none of which was due or payable as of December 31, 2021. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of our initial business combination. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company recorded $40,000 of compensation for services provided. As of December 31, 2021, there was no balance due to the COS. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“ FPA Kingstown Forward Purchase Shares -Business The Company evaluated the FPA under ASC 480 and ASC 815 -40

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over -Allotment -back -20 -20 At the Closing, the Company, the Sponsor and certain securityholders of Intuitive Machines will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and such securityholders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Intuitive Machines that they will hold following the Proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45 -day -allotments On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 Units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over -Allotment The Underwriting Agreement states that Citi will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering, or $11,541,250, held in the Trust Account upon the completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the Underwriting Agreement. Proposed Business Combination with Intuitive Machines As more fully described in Note 1, the Company entered into a number of agreements as part of its Proposed Business Combination with Intuitive Machines. These agreements included but are not limited to the Business Combination Agreement, the Series A Purchase Agreement, the Cantor Purchase Agreement and Sponsor Purchase Agreement, each of which contained terms and conditions which commit the Company to certain obligations in the event the Proposed Business Combination is successful.	Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over -Allotment -back completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company evaluated the registration rights agreement in accordance with the guidance in ASC 825 -20 -20 Underwriting Agreement The Company granted the underwriters a 45 -day -allotments On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over -Allotment Under the Underwriting Agreement entered into in connection with the IPO, Citigroup Global Markets Inc. is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $11,541,250, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the Underwriting Agreement.

Shareholders' Equity

Shareholders' Equity	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 8 — Shareholders’ Equity Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were no Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment Prior to the closing of the Company’s Initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Initial Business Combination on a one -for-one -divisions -linked -linked -linked -for-one	Note 7 — Shareholders’ Equity Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. At December 31, 2021, there were 8,243,750 Class B ordinary shares issued and outstanding. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over -allotment -allotment Prior to the closing of the Company’s initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -divisions -linked -linked -linked -for-one

Fair Value Measurements

Fair Value Measurements	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 331,742,611 $ 329,755,798	Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 329,755,798 The over -allotment -480 -allotment -allotment -allotment -allotment -allotment The following table presents the quantitative information regarding Level 3 fair value measurement inputs: October 29, 2021 September 24, 2021 Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 % The following table presents the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value as of January 27, 2021 $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ —

Subsequent Events

Subsequent Events	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited 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 unaudited condensed financial statements. On October 12, 2022 and October 21, 2022 the Company drew an additional $300,000 and $75,000 on the Working Capital Loan, as described in Note 6, respectively.	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000, and no amounts have been drawn upon this loan commitment.

Revision of Previously Issued F

Revision of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2022
Condensed Financial Information Disclosure [Abstract]
Revision of Previously Issued Financial Statements	Note 2 — Revision of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of December 31, 2021, Management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company did not properly allocate the offering costs. The error was recorded and presented within the financial statements as of December 31, 2021. This revision note is presenting the changes from the previously reported balances to the revised balances as of and for the three months ended September 30, 2021 and for the period January 27, 2021 (inception) through September 30, 2021 for comparative purposes of these condensed financial statements. The impact of the revision on the Company’s financial statements is reflected in the following table. Statement of Operations for the three months ended September 30, 2021 As Adjustment As Issuance cost of over-allotment $ — $ (23,439 ) $ (23,439 ) Net (loss) income $ (21,537 ) $ (23,439 ) $ (44,976 ) Statement of Operations for the period January 27, 2021 through September 30, 2021 As Adjustment As Issuance cost of over-allotment $ — $ (23,439 ) $ (23,439 ) Net (loss) income $ (41,425 ) $ (23,439 ) $ (64,864 ) Statement of Shareholders’ Equity as of September 30, 2021 As Adjustment As Additional paid in capital $ 4,871,950 $ (46,561 ) $ 4,825,389 Accumulated deficit $ (41,425 ) $ (23,439 ) $ (64,864 ) Total Shareholders’ Deficit $ 4,831,527 $ (70,000 ) $ 4,761,527 Statement of Cashflow for the period January 27, 2021 through September 30, 2021 As Adjustment As Supplemental disclosure of non-cash financing activities: Accrued offering costs $ 81,000 $ 70,000 $ 151,000

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP SEC
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended (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	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act -Oxley 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
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.	Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account.	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the condensed balance sheets as current or non -current -cash 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 -cash	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash 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 -cash The Company granted the underwriters a 45 -day -allotments -allotment -allotment -allotment
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our unaudited condensed statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the three months ended 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (416,710 ) $ (104,178 ) $ (10,494 ) $ (34,482 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 2,282,609 7,500,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) For the months ended For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (760,018 ) $ (190,005 ) $ (6,777 ) $ (58,087 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 850,202 7,287,449 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 )	Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 9,322,714 7,485,546 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )
Offering Costs associated with the Public Offering	Offering Costs associated with the Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment -in
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption 31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in	Ordinary Shares Subject to Possible Redemption 31,588,011 shares of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in
Related Party Redemption Waiver Agreement	Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non -Redemption As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 1,992,611 Class A ordinary shares subject to redemption, September 30, 2022 $ 317,872,721	Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “ Non-Redemption Shares As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption $ 315,880,110
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 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 unaudited condensed financial statements.	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU -06 -20 -40 ASU 2020-06 -06 -06 -converted -06 -06 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 financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per share	For the three months ended 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (416,710 ) $ (104,178 ) $ (10,494 ) $ (34,482 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 2,282,609 7,500,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) For the months ended For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (760,018 ) $ (190,005 ) $ (6,777 ) $ (58,087 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 850,202 7,287,449 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 )	For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 9,322,714 7,485,546 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )
Schedule of Class A ordinary shares subject to possible redemption	Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 1,992,611 Class A ordinary shares subject to redemption, September 30, 2022 $ 317,872,721	Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption $ 315,880,110

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value	Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 331,742,611 $ 329,755,798	Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 329,755,798
Schedule of Level 3 fair value measurement inputs		October 29, 2021 September 24, 2021 Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 %
Schedule of changes in the fair value of the Level 3 over-allotment liability		Over-allotment Fair value as of January 27, 2021 $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ —

Revision of Previously Issued_2

Revision of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2022
Condensed Financial Information Disclosure [Abstract]
Schedule of the revision on the Company’s financial statements is reflected	Statement of Operations for the three months ended September 30, 2021 As Adjustment As Issuance cost of over-allotment $ — $ (23,439 ) $ (23,439 ) Net (loss) income $ (21,537 ) $ (23,439 ) $ (44,976 ) Statement of Operations for the period January 27, 2021 through September 30, 2021 As Adjustment As Issuance cost of over-allotment $ — $ (23,439 ) $ (23,439 ) Net (loss) income $ (41,425 ) $ (23,439 ) $ (64,864 ) Statement of Shareholders’ Equity as of September 30, 2021 As Adjustment As Additional paid in capital $ 4,871,950 $ (46,561 ) $ 4,825,389 Accumulated deficit $ (41,425 ) $ (23,439 ) $ (64,864 ) Total Shareholders’ Deficit $ 4,831,527 $ (70,000 ) $ 4,761,527 Statement of Cashflow for the period January 27, 2021 through September 30, 2021 As Adjustment As Supplemental disclosure of non-cash financing activities: Accrued offering costs $ 81,000 $ 70,000 $ 151,000

Organization, Business Operat_2

Organization, Business Operations, Proposed Business Combination and Going Concern (Details)			1 Months Ended			9 Months Ended	11 Months Ended
	Oct. 29, 2021 USD ($) $ / shares shares	Sep. 24, 2021 USD ($) $ / shares shares	Sep. 16, 2022 USD ($) shares	Aug. 16, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Aug. 04, 2022 USD ($)	Mar. 08, 2022 USD ($)
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Subject to adjustment price per share (in Dollars per share) | $ / shares		$ 11.5
Aggregate amount						$ 11,541,250
Purchased units percentage						100%	100%
Aggregate founder shares (in Shares) | shares						1,625,000	1,625,000
Founder shares price						$ 9,680,000	$ 9,680,000
Founder shares price per share (in Dollars per share) | $ / shares						$ 5.96	$ 5.96
Transaction costs amounted						$ 26,658,313	$ 26,658,313
Underwriting commissions						4,595,000	4,595,000
Deferred underwriting commissions						11,541,250	11,541,250
Excess fair value of founder shares						9,680,125	9,680,125
Other offering cost						841,938	841,938
Allocation for over-allotment option						23,439	23,439
Allocated temporary equity						24,538,134	24,538,134
Ordinary shares not subject to redemption						$ 2,096,740	$ 2,096,740
Sale of Units price	$ 29,750,000
Units price per share (in Dollars per share) | $ / shares	$ 10
Redeem public share percentage						100%	100%
Public share held in trust account, description							The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Operating bank account						$ 19,442	$ 360,000
Working capital						$ 1,995,115	620,000		$ 500,000
Aggregate loans					$ 250,000		250,000
Cash held outside the trust account							$ 360,000
Number of share (in Shares) | shares		1				1
Public share held in trust account, description						The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Voting rights						three
Convertible Preferred Stock percentage						10%
New intuitive machines						$ 700,000,000
Consideration and structure, description						In particular, the business combination consideration to be received by the Intuitive Machines Members will be an aggregate of (a) (i) 68,125,987 Intuitive Machines OpCo Common Units, (ii) 1,874,013 Intuitive Machines OpCo Options and (iii) 10,000,000 Earn Out Units and (b) (i) 278 shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013 shares of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock (excluding 10,000,000 shares of New Intuitive Machines Class C Common Stock reserved for issuance upon vesting of the Earn Out Units).The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members will be deposited into escrow at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. “Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the date of Closing and ending on the date that is the five (5) year anniversary of the date of Closing. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously triggered, Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the applicable Earn Out Units shall vest.
Amounts due and owing						$ 1,500,000
Aggregate shares (in Shares) | shares				26,000
Cumulative convertible percentage				10%
Warrant purchase				$ 541,667
Exercise price (in Dollars per share) | $ / shares				$ 15
TRA holders rate						85%
Cash tax rate						85%
TRA holder exchanges rate						5%
Deferred tax asset						$ 169,200,000
Deferred tax liability						$ 147,200,000
Price per share (in Dollars per share) | $ / shares						$ 10
Liability						$ 99,700,000
New issue of intuitive machines			$ 50,000,000
Shares issued (in Shares) | shares			100,000
Ordinary shares issued (in Shares) | shares						2,900,000
Business combination, description						The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of September 30, 2022, there was $125,000 outstanding under the Working Capital Note.
Cash held in trust account						$ 19,442
Preferred Stock [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares						$ 0.0001
Sponsor [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) | shares	595,000
Additional gross proceeds price	$ 595,000
Proposed public offering units (in Shares) | shares							6,250,000
IPO [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) | shares		30,000,000
Price per share (in Dollars per share) | $ / shares		$ 10
Aggregate amount						$ 322,300,000	$ 322,300,000
Interest in purchase of shares percentage						9.90%	9.90%
Investors purchased units (in Shares) | shares						29,540,000	29,540,000
Purchased units percentage						98.50%	98.50%
Investors purchased shares						2,900,000	2,900,000
Sale of Units price		$ 300,000,000
Units price per share (in Dollars per share) | $ / shares		$ 10
Redeem public share percentage						100%
Over-Allotment Option [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) | shares	2,975,000	4,500,000
Additional gross proceeds price	$ 29,750,000
Forfeited shares (in Shares) | shares	1,525,000
Private Placement [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) | shares						6,250,000	6,250,000
Price per share (in Dollars per share) | $ / shares						$ 1	$ 1
Class A Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares		$ 0.0001
Ordinary shares not subject to redemption						$ 2,096,740
Common stock par value (in Dollars per share) | $ / shares						$ 0.0001
Voting rights						one	one
Class A Ordinary Shares [Member] | Private Placement [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares						$ 11.5	$ 11.5
Class B Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares						0.0001	$ 0.0001
Common stock par value (in Dollars per share) | $ / shares						$ 0.0001
Proposed Public Offering [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Proposal public offering, description						The decision as to whether the Company will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit 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 taxes).	The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit 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 taxes).
Class C Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Common stock par value (in Dollars per share) | $ / shares						$ 0.0001
Series A Preferred Stock [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares				$ 0.0001
Convertible Preferred Stock percentage				10%
Sponsor [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) | shares	595,000
Additional gross proceeds price	$ 595,000
Proposed public offering units (in Shares) | shares						6,250,000
Borrowing amount								$ 1,000,000
TRA Holders [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
TRA holder exchanges rate						5%
Price per share (in Dollars per share) | $ / shares						$ 10
Business combination [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Description of business combination						The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”).	The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”).
Business Combination [Member] | Proposed Public Offering [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Initial business combination, description						However, if the Company is unable to complete an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as	However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	1 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000	$ 250,000
Over allotments of shares (in Shares)			4,500,000
Public Offering amounted		26,658,313	$ 26,658,313
Underwriting commissions		4,595,000	4,595,000
Deferred underwriting commissions		11,541,250	11,541,250
Excess fair value of founder shares		9,680,125	9,680,125
Other offering costs		841,938	841,938
Allocated to the over-allotment option		23,439	$ 23,439
Redemption of shares (in Shares)			31,588,011
Shareholders’ equity amount	$ 5,000,001
Ordinary shares not subject to redemption		$ 2,096,740	$ 2,096,740
Over-Allotment Option [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)			23,332,500
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)		23,332,500
Ordinary shares subject to redemption		$ 24,538,134	$ 24,538,134
Additional paid in capital			$ 2,096,740
Redemption of shares (in Shares)		31,588,011
Redemption rights (in Shares)	1,386,989
Ordinary shares not subject to redemption		$ 2,096,740

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (416,710)	$ (10,494)	$ (6,777)	$ (760,018)	$ (174,998)
Denominator:
Basic and diluted weighted-average shares outstanding	32,975,000	2,282,609	850,202	32,975,000	9,322,714
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (104,178)	$ (34,482)	$ (58,087)	$ (190,005)	$ (140,513)
Denominator:
Basic and diluted weighted-average shares outstanding	8,243,750	7,500,000	7,287,449	8,243,750	7,485,546
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)	$ (0.02)

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals)	11 Months Ended
	Dec. 31, 2021 $ / shares shares
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding | shares	9,322,714
Diluted net loss per share | $ / shares	$ (0.02)
Class B Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding | shares	7,485,546
Diluted net loss per share | $ / shares	$ (0.02)

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to possible redemption - USD ($)	11 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from IPO and partial exercise of over-allotment option	$ 329,750,000
Less: proceeds from shares not subject to redemption	(13,869,890)
Less:
Proceeds allocated to public warrants	(11,995,753)
Over-allotment liability	(281,301)
Ordinary share issuance costs	(24,538,134)
Plus:
Remeasurement of carrying value to redemption value	36,815,188
Class A ordinary shares subject to redemption	$ 315,880,110	$ 317,872,721

Public Offering (Details)

Public Offering (Details) - USD ($)			1 Months Ended	9 Months Ended	11 Months Ended
	Oct. 29, 2021	Sep. 24, 2021	Sep. 24, 2021	Sep. 30, 2022	Dec. 31, 2021
Public Offering (Details) [Line Items]
Aggregate gross proceeds (in Dollars)	$ 29,750,000
Public warrants outstanding shares				16,487,500	16,487,500
Private warrants outstanding shares				6,845,000	6,845,000
Redemption of warrants, description				Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and•        if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before it sends the notice of redemption to the warrant holders.	of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and•        if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.
Initial business combination expire		5 years		5 years
Additional discount (in Dollars)				$ 595,000
Deferred discount per unit sold (in Dollars per share)				$ 0.35
Aggregate amount (in Dollars)				$ 11,541,250
Aggregate additional fees (in Dollars)				$ 11,541,250	$ 11,541,250
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Shares Issued		30,000,000	30,000,000
Purchase price per share (in Dollars per share)		$ 10	$ 10
Purchase of unit				2,900,000	2,900,000
Underwriting fee (in Dollars)					$ 4,000,000
Additional underwriting fee (in Dollars)					10,500,000
Aggregate amount (in Dollars)				$ 322,300,000	$ 322,300,000
Over-Allotments [Member]
Public Offering (Details) [Line Items]
Purchase of unit	2,975,000			4,500,000	4,500,000
Forfeited shares	1,525,000
Underwriting fee (in Dollars)			$ 595,000	$ 595,000	$ 595,000
Additional underwriting fee (in Dollars)				$ 4,000,000	$ 1,041,250
Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)				$ 11.5	$ 11.5
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)		$ 11.5	$ 11.5
Business Combination [Member]
Public Offering (Details) [Line Items]
Business combination, description				Further, if: (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 (including from such issuances and the Public Offering), and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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.

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended	11 Months Ended
	Oct. 29, 2021	Sep. 30, 2022	Dec. 31, 2021
Private Placement (Details) [Line Items]
Aggregate purchase price amount		$ 6,250,000
Aggregate gross proceeds	$ 595,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of warrants			6,250,000
Price per share			$ 1
Aggregate purchase price amount			$ 6,250,000
Additional units purchased	595,000
Price per share	$ 1
Aggregate gross proceeds	$ 595,000
IPO Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Price per share		$ 1
Over-Allotment Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Additional units purchased	595,000
Price per share	$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

11 Months Ended

Mar. 08, 2022

Oct. 29, 2021

Sep. 21, 2021

Mar. 05, 2021

Feb. 03, 2021

Feb. 02, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 25, 2021

Sep. 24, 2021

Sep. 21, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Dec. 31, 2021

Aug. 04, 2022

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 5.96

$ 5.96

$ 5.96

$ 5.96

Fair value of founder shares

$ 9,680,000

$ 9,680,000

Other expenses

$ 15,000

Borrowed under the promissory note

$ 188,805

Working capital aggregate

$ 500,000

$ 250,000

Rental Fees

48,000

Compensation services

40,000

Sponsor forfeited (in Shares)

381,250

Warrant description

The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.

Working capital note

$ 125,000

Description of Working capital note

In addition to the Working Capital Note, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but, except as set forth above, are not obligated to, make Working Capital Loans to the Company as may be required on a non-interest basis. Up to an aggregate of $1,500,000 outstanding under the Working Capital Loans may be convertible into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant at the option of the lender, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are converted into warrants. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Outstanding under working capital loans

125,000

$ 125,000

$ 125,000

0

Office space, utilities, secretarial and administrative support service

$ 15,000

8,500

Administrative service fees

45,000

$ 4,500

135,000

4,500

Due to related party

60,000

60,000

60,000

4,500

Compensation services

37,500

112,500

Due to the COS

$ 50,000

$ 50,000

$ 50,000

0

Private Placement warrant [Member]

Related Party Transactions (Details) [Line Items]

Working capital loans

$ 1,500,000

Price per warrant (in Dollars per share)

$ 1

IPO [Member]

Related Party Transactions (Details) [Line Items]

Investor purchasing percentage

100%

100%

Proposed public offering [Member]

Related Party Transactions (Details) [Line Items]

Other expenses

$ 300,000

Working capital aggregate

$ 250,000

Class B Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Description of stock split

the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares

Class A Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Non-redemption shares (in Shares)

1,386,989

COS [Member]

Related Party Transactions (Details) [Line Items]

Services rendered

$ 12,500

$ 12,500

Founder Share [Member]

Related Party Transactions (Details) [Line Items]

Sponsor payment

$ 25,000

Price per share (in Dollars per share)

$ 0.003

Description of stock split

On March 5, 2021, the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares.

Aggregate of founder shares (in Shares)

1,625,000

1,625,000

Price per share (in Dollars per share)

$ 12

$ 12

Founder Share [Member] | Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Aggregate of founder shares (in Shares)

1,125,000

Founder Share [Member] | Class B Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 0.0001

Offering and formation costs in consideration (in Shares)

7,187,500

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Aggregate of founder shares (in Shares)

381,250

Sponsor agreed to loan

$ 1,000,000

Kingstown [Member]

Related Party Transactions (Details) [Line Items]

Forward purchase shares (in Shares)

5,000,000

Agreement amount

$ 5,000,000

Kingstown [Member] | Class A Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 10

Forward purchase shares (in Shares)

5,000,000

Kingstown [Member] | Private Placement [Member]

Related Party Transactions (Details) [Line Items]

Agreement amount

$ 50,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	9 Months Ended	11 Months Ended
	Oct. 29, 2021	Sep. 24, 2021	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights agreement, description			Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working Capital Loans.	Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional Private Placement Warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 Private Placement Warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional Private Placement Warrants issuable upon the conversion of Working Capital Loans.
Underwriting discount per unit		2%
Underwriting discount value		$ 4,000,000
Aggregate of units (in Shares)		10,000,000
Deferred underwriting discount			3.50%	3.50%
Gross proceeds	$ 595,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase of units (in Shares)			4,500,000	4,500,000
Underwriting fee		$ 595,000	$ 595,000	$ 595,000
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting fee				4,000,000
Gross proceeds			$ 11,541,250	$ 11,541,250

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($)				9 Months Ended	11 Months Ended
	Mar. 05, 2021	Mar. 05, 2021	Feb. 03, 2021	Sep. 30, 2022	Dec. 31, 2021	Oct. 29, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized				5,000,000	5,000,000
Preference shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preference shares issued or outstanding description					At December 31, 2021, there were no preference shares issued or outstanding.
Common stock voting rights				three
Ordinary shares subject to possible redemption				31,588,011	31,588,011
Preference shares outstanding
Preferred Stock [Member]
Shareholders' Equity (Details) [Line Items]
Preference shares outstanding
Class A Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized				500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock voting rights				one	one
Ordinary shares outstanding				1,386,989	1,386,989
Ordinary shares subject to possible redemption				31,588,011	31,588,011
Ordinary shares issued				1,386,989	1,386,989
Warrant, description				The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.	The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Stock split, description				In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Public Shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized				50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Ordinary shares outstanding				8,243,750	8,243,750
Ordinary shares issued				8,243,750	8,243,750
Issued of ordinary shares					8,625,000
Aggregate of subject to forfeiture shares				1,125,000	1,125,000
Sponsor paid (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.003
Offering costs (in Dollars)			$ 7,187,500
Stock split, description		the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares
Founder shares issued	8,625,000
Sponsor [Member]
Shareholders' Equity (Details) [Line Items]
Forfeited shares						381,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Over-Allotment Option [Member]	Oct. 29, 2021 $ / shares shares
Fair Value Measurements (Details) [Line Items]
Purchase an additional units | shares	2,975,000
Share per Unit | $ / shares	$ 10

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 331,742,611	$ 329,755,798

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurement inputs - $ / shares	Oct. 29, 2021	Sep. 24, 2021
Schedule Of Level3 Fair Value Measurement Inputs Abstract
Stock Price (in Dollars per share)	$ 10	$ 10
Exercise Price (in Dollars per share)	$ 10	$ 10
Volatility	4.50%	4.40%
Term (years)	10 days	1 month 13 days
Dividend Yield	0%	0%
Risk Free Rate-Daily Treasury Yield Curve	0.08%	0.06%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability - Over-allotment Option Liability [Member]	11 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability [Line Items]
Fair value as of January 27, 2021
Initial measurement on September 24, 2021	281,301
Change in fair value at October 29, 2021	(148,449)
Fair value of expired over-allotment option at November 8, 2021	(45,022)
Partial exercise of over-allotment liability at October 29, 2021	(87,830)
Fair value as of December 31, 2021

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Oct. 21, 2022	Oct. 12, 2022	Mar. 08, 2022
Subsequent Events (Details) [Line Items]
Working capital loan	$ 75,000	$ 300,000
Sponsor [Member]
Subsequent Events (Details) [Line Items]
Additional units purchased (in Shares)			500,000

Revision of Previously Issued_3

Revision of Previously Issued Financial Statements (Details) - Schedule of the revision on the company’s financial statements is reflected	3 Months Ended	8 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Issuance cost of over-allotment
Net (loss) income	(21,537)	(41,425)
Additional paid in capital	4,871,950	4,871,950
Accumulated deficit	(41,425)	(41,425)
Total Shareholders’ Deficit	4,831,527	4,831,527
Supplemental disclosure of non-cash financing activities:
Accrued offering costs		81,000
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Issuance cost of over-allotment	(23,439)	(23,439)
Net (loss) income	(23,439)	(23,439)
Additional paid in capital	(46,561)	(46,561)
Accumulated deficit	(23,439)	(23,439)
Total Shareholders’ Deficit	(70,000)	(70,000)
Supplemental disclosure of non-cash financing activities:
Accrued offering costs		70,000
As Revised [Member]
Condensed Financial Statements, Captions [Line Items]
Issuance cost of over-allotment	(23,439)	(23,439)
Net (loss) income	(44,976)	(64,864)
Additional paid in capital	4,825,389	4,825,389
Accumulated deficit	(64,864)	(64,864)
Total Shareholders’ Deficit	$ 4,761,527	4,761,527
Supplemental disclosure of non-cash financing activities:
Accrued offering costs		$ 151,000

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (416,710)	$ (10,494)	$ (6,777)	$ (760,018)	$ (174,998)
Denominator:
Basic and diluted weighted-average shares outstanding	32,975,000	2,282,609	850,202	32,975,000	9,322,714
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (104,178)	$ (34,482)	$ (58,087)	$ (190,005)	$ (140,513)
Denominator:
Basic and diluted weighted-average shares outstanding	8,243,750	7,500,000	7,287,449	8,243,750	7,485,546
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)

Significant Accounting Polici_8

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding	32,975,000	2,282,609	850,202	32,975,000	9,322,714
Diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)
Class B Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding	8,243,750	7,500,000	7,287,449	8,243,750	7,485,546
Diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.02)

Significant Accounting Polici_9

Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to possible redemption - USD ($)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from IPO and partial exercise of over-allotment option		$ 329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890)
Less:
Proceeds allocated to public warrants		(11,995,753)
Over-allotment liability		(281,301)
Ordinary share issuance costs		(24,538,134)
Plus:
Remeasurement of carrying value to redemption value		36,815,188
Remeasurement of carrying value to redemption value	$ 1,992,611
Class A ordinary shares subject to redemption	$ 317,872,721	$ 315,880,110

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 331,742,611	$ 329,755,798