Trajectory Alpha Acquisition (TCOA) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	TRAJECTORY ALPHA ACQUISITION CORP.
Entity Central Index Key	0001846750
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41143
Entity Tax Identification Number	86-1837862
Entity Address, Address Line One	99 Wall Street
Entity Address, Address Line Two	#5801
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10005
City Area Code	646
Local Phone Number	450-2536
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	TCOA
Security Exchange Name	NYSE
Entity Address, State or Province	NY
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,250,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant
Trading Symbol	TCOA.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Public warrants, each public whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	TCOA WS
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 721,489	$ 2,300,375
Due from related party		14,775
Prepaid expenses and other current assets	350,834	25,111
Deferred tax asset	41,929
Total Current Assets	1,114,252	2,340,261
Cash and marketable securities held in Trust Account	174,762,347	174,234,709
Total Assets	175,876,599	176,574,970
Current Liabilities:
Accounts payable	22,800	23,903
Accrued expenses	156,887
Accrued offering costs		336,500
Franchise taxes payable	0	183,064
Due to related party	0	22,557
Total Current Liabilities	179,687	566,024
Deferred underwriters' discount	6,262,500	6,262,500
Total Liabilities	6,442,187	6,828,524
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 17,250,000 shares at a redemption value of $10.12 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively	174,650,293	174,225,000
Stockholders' Deficiency:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021
Additional paid-in capital
Accumulated deficit	(5,216,312)	(4,478,985)
Total Stockholders' Deficiency	(5,215,881)	(4,478,554)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficiency	175,876,599	176,574,970
Common Class A [Member]
Stockholders' Deficiency:
Common stock, Value
Common Class B [Member]
Stockholders' Deficiency:
Common stock, Value	$ 431	$ 431

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	17,250,000	17,250,000
Temporary equity, redemption price per share	$ 10.12	$ 10.1
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	4,312,500	4,312,500
Common stock, shares, outstanding	4,312,500	4,312,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended			8 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021		Sep. 30, 2021		Sep. 30, 2022
Operating Expenses:
Formation and operating costs	$ 358,223			$ 587		$ 901,080
Franchise tax expense	50,000					150,000
Total Operating Expenses	408,223	$ 0		587		1,051,080
Loss From Operations	(408,223)	0		(587)		(1,051,080)
Other Income:
Interest income	685,599					787,239
Total Other Expense	685,599	$ 0				787,239
Income (loss) before provision for income taxes	277,376					(263,841)
Income tax benefit	41,929					41,929
Net Income (Loss)	$ 319,305			$ (587)		$ (221,912)
Common Class A [Member]
Other Income:
Basic weighted average shares outstanding	17,250,000					17,250,000
Diluted weighted average shares outstanding	17,250,000					17,250,000
Basic net loss per common stock	$ 0.01					$ (0.01)
Diluted net loss per common stock	$ 0.01					$ (0.01)
Common Class B [Member]
Other Income:
Basic weighted average shares outstanding	4,312,500	3,750,000	[1]	3,750,000	[1]	4,312,500
Diluted weighted average shares outstanding	4,312,500	3,750,000	[1]	3,750,000	[1]	4,312,500
Basic net loss per common stock	$ 0.01					$ (0.01)
Diluted net loss per common stock	$ 0.01					$ (0.01)
[1]Excluded 562,500 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficiency) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class B [Member] Common Stock [Member]
Beginning balance (Shares) at Jan. 31, 2021				0
Beginning balance at Jan. 31, 2021	$ 0	$ 0	$ 0	$ 0
Class B ordinary share issued to initial shareholder	25,000	24,569		$ 431
Class B ordinary share issued to initial shareholder, Shares				4,312,500
Net loss	(587)		(587)
Ending balance (Shares) at Mar. 31, 2021				4,312,500
Ending balance at Mar. 31, 2021	24,413	24,569	(587)	$ 431
Beginning balance (Shares) at Jan. 31, 2021				0
Beginning balance at Jan. 31, 2021	0	0	0	$ 0
Net loss	(587)
Ending balance (Shares) at Sep. 30, 2021				4,312,500
Ending balance at Sep. 30, 2021	24,413	24,569	(587)	$ 431
Beginning balance (Shares) at Mar. 31, 2021				4,312,500
Beginning balance at Mar. 31, 2021	24,413	24,569	(587)	$ 431
Net loss	0
Ending balance (Shares) at Jun. 30, 2021				4,312,500
Ending balance at Jun. 30, 2021	24,413	24,569	(587)	$ 431
Beginning balance (Shares) at Dec. 31, 2021				4,312,500
Beginning balance at Dec. 31, 2021	(4,478,554)	0	(4,478,985)	$ 431
Accretion of Class A common stock subject to possible redemption	(90,122)		(90,122)
Net loss	(341,419)		(341,419)
Ending balance (Shares) at Mar. 31, 2022				4,312,500
Ending balance at Mar. 31, 2022	(4,910,095)	0	(4,910,526)	$ 431
Beginning balance (Shares) at Dec. 31, 2021				4,312,500
Beginning balance at Dec. 31, 2021	(4,478,554)	0	(4,478,985)	$ 431
Accretion of Class A common stock subject to possible redemption	(515,415)
Net loss	(221,912)
Ending balance (Shares) at Sep. 30, 2022				4,312,500
Ending balance at Sep. 30, 2022	(5,215,881)	0	(5,216,312)	$ 431
Beginning balance (Shares) at Mar. 31, 2022				4,312,500
Beginning balance at Mar. 31, 2022	(4,910,095)	0	(4,910,526)	$ 431
Net loss	(199,798)		(199,798)
Ending balance (Shares) at Jun. 30, 2022				4,312,500
Ending balance at Jun. 30, 2022	(5,109,893)	0	(5,110,324)	$ 431
Accretion of Class A common stock subject to possible redemption	(425,293)		(425,293)
Net loss	319,305		319,305
Ending balance (Shares) at Sep. 30, 2022				4,312,500
Ending balance at Sep. 30, 2022	$ (5,215,881)	$ 0	$ (5,216,312)	$ 431

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (587)	$ (221,912)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by sponsor	537
Interest earned on cash held in Trust Account		(784,955)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(325,723)
Deferred tax asset		(41,929)
Accounts payable		(91,225)
Accrued expenses		155,387
Franchise taxes payable		(183,064)
Net Cash Used In Operating Activities	(50)	(1,493,421)
Cash Flows from Financing Activities:
Proceeds from related party	45,250	14,775
Payment of offering costs	(45,195)	(335,000)
Payments to related party		(22,557)
Proceeds from Trust Account for franchise tax reimbursement		257,317
Net Cash (Used In) Provided By Financing Activities	55	(85,465)
Net (Decrease) Increase in Cash and Cash Equivalents	5	(1,578,886)
Cash and Cash Equivalents - Beginning of the Period		2,300,375
Cash and Cash Equivalents - End of the Period	5	721,489
Non-cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption		$ 515,415
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	24,463
Deferred offering costs paid by borrowings from a related party	13,800
Deferred offering costs in accrued offering costs and expenses	$ 231,500

Organization, Plan of Business

Organization, Plan of Business Operations, Going Concern and Management's Plans, Risks and Uncertainties and Basis of Presentation	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Plan of Business Operations, Going Concern and Management's Plans, Risks and Uncertainties and Basis of Presentation	Note 1 — Organization, Plan of Business Operations, Going Concern and Management’s Plans, Risks and Uncertainties and Basis of Presentation Organization and Plan of Business Operations Trajectory Alpha Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on February 1, 2021. The Company was formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from February 1, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the IPO (as defined below) and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On December 14, 2021, the Company’s completed the initial public offering (the “IPO”) of 17,250,000 units at $10.00 per unit (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriter’s over-allotment option being exercised in full. Each Unit consists of one share of Class A common stock (the “Class A Common Stock”) and one-half Simultaneously with the consummation of the IPO and the full exercise of the over-allotment option by the underwriter, the Company consummated the private placement of 5,725,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.00 per Private Placement Warrants in a private placement transaction. The Trust Account The funds in the trust account (the “Trust Account”) will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 Business Combination Following the closing of the IPO and full exercise of the over-allotment option by the underwriter on December 14, 2021, $174,225,000 ($10.10 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 the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company’s amended and restated certificate of incorporation provides that the Company will have (i) the 18-month 21-month 24-month per-share Going Concern and Management’s Plans As of September 30, 2022, the Company had $721,489 in its operating bank account and working capital of $1,046,619. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, provide the Company with Working Capital Loans (as defined below) (see Note 3). As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. Management has determined that the possibility that the Company may be unsuccessful in consummating an initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a business combination for total payment value of $3,450,000) from the closing of the Initial Public Offering, and thereby be required to cease all operations, redeem the public shares and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern for at least one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Company’s second amended and restated certificate of incorporation. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of September 30, 2022 and for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures as of December 31, 2021 and for the period from February 1, 2021 (inception) through December 31, 2021 which are included the Annual Report filed on Form 10-K

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies There have been no material changes to the significant accounting policies included in the audited financial statements as of December 31, 2021 and for the year then ended, which were included the Annual Report filed on Form 10-K Net Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of common stock for the period, excluding stock subject to forfeiture. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class The calculation of diluted loss per share does not consider the effect of the warrants outstanding during the three and nine months ended September 30, 2022 that were issued in connection with the IPO and the private placement because the warrants are contingently exercisable and the contingencies have not yet been met. The warrants are exercisable to purchase 14,350,000 Class A common stock in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The Company’s effective tax rate for the three months and nine months ended September 30, 2022 was 6.0% and 15.9%, which differed from the federal statutory tax rate of 21% primarily due to the change in valuation allowance recognized against deferred tax assets in the U.S. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. As of September 30, 2022, the Company continues to maintain a valuation allowance in U.S. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 — Related Party Transactions Due from Related Party In December 2021 a related party loan was overpaid $14,775 in excess of amounts borrowed by the Company. This amount was repaid in February 2022. Due to Related Party In order to facilitate payment of certain offering costs, an affiliate of the Sponsor or certain of the Company’s officers and directors may pay for costs on behalf of the Company. The borrowings are non-interest Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Services Agreement We entered into an agreement, commencing on the effective date of the IPO, to pay the Sponsor $10,000 per month for office space and secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company recognized $30,000 and $90,000 of such administrative support services expense, respectively. During the period from February 1, 2021 (inception) to September 30, 2021, the Company recognized $0 of such administrative support services expense.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 4 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2022, the investments in the Company’s Trust Account consisted of $1,094 in cash and $174,761,253 in U.S. Treasury Securities. As of December 31, 2021, the investments in the Company’s Trust Account consisted of $47 in cash and $174,234,662 in U.S. Treasury Securities. All of the U.S. Treasury Securities have maturities of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in Securities.” Held-to-maturity treasury The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 Cash $ 1,094 $ — $ — $ 1,094 U.S. Treasury Securities 174,761,253 384,238 — 175,145,491 $ 174,762,347 $ $ — $ 175,146,585 December 31, 2021 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 47 $ — $ — $ 47 U.S. Treasury Securities 174,234,662 — (3,264 ) 174,231,398 $ 174,234,709 $ — $ (3,264 ) $ 174,231,445

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 5 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than noted below.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Net Loss Per Common Stock	Net Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of common stock for the period, excluding stock subject to forfeiture. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class The calculation of diluted loss per share does not consider the effect of the warrants outstanding during the three and nine months ended September 30, 2022 that were issued in connection with the IPO and the private placement because the warrants are contingently exercisable and the contingencies have not yet been met. The warrants are exercisable to purchase 14,350,000 Class A common stock in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The Company’s effective tax rate for the three months and nine months ended September 30, 2022 was 6.0% and 15.9%, which differed from the federal statutory tax rate of 21% primarily due to the change in valuation allowance recognized against deferred tax assets in the U.S. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. As of September 30, 2022, the Company continues to maintain a valuation allowance in U.S.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Earnings (Loss) Per Share, Basic and Diluted	For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 255,444 $ 63,861 $ (177,530 ) $ (44,382 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net loss per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Summary Of Carrying Value, Excluding Gross Unrealized Holding Losses And Fair Value Of Held To Maturity Securities	The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 Cash $ 1,094 $ — $ — $ 1,094 U.S. Treasury Securities 174,761,253 384,238 — 175,145,491 $ 174,762,347 $ $ — $ 175,146,585 December 31, 2021 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 47 $ — $ — $ 47 U.S. Treasury Securities 174,234,662 — (3,264 ) 174,231,398 $ 174,234,709 $ — $ (3,264 ) $ 174,231,445

Organization, Plan of Busines_2

Organization, Plan of Business Operations, Going Concern and Management's Plans, Risks and Uncertainties and Basis of Presentation - Additional Information (Detail) - USD ($)		9 Months Ended
	Dec. 14, 2021	Sep. 30, 2022
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of fair market value of target business to asset held in trust account		80%
Expenses payable on dissolution		$ 100,000
Operating cash		721,489
Net working capital		1,046,619
Working capital loans outstanding		0
Payments to acquire businesses, gross		$ 3,450,000
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Business combination period		18 months
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Business combination period		24 months
Private Placement Warrant [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Class of warrants or rights warrants issued during the period units		5,725,000
Class of warrants or rights warrants issued issue price per warrant		$ 1
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, conversion basis	Each Unit consists of one share of Class A common stock (the “Class A Common Stock”) and one-half of one redeemable public warrant (the “Public Warrants”). Each whole public warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share.
Class of warrant or right, exercise price of warrants or rights	$ 11.5
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock issued during period, shares	17,250,000
Sale of stock, price per share	$ 10
Term of restricted investments		185 days
Payments to acquire restricted investments	$ 174,225,000
Share price	$ 10.1
IPO [Member] | Period After The Completion Of Ipo [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Minimum notice period to be given to the holders		18 months
IPO [Member] | Minimum [Member] | Period After The Completion Of Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Minimum notice period to be given to the holders		21 months
IPO [Member] | Maximum [Member] | Period After The Completion Of Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Minimum notice period to be given to the holders		24 months
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock issued during period, shares	2,250,000

Significant Accounting Polici_4

Significant Accounting Policies - Schedule of Earnings (Loss) Per Share, Basic and Diluted (Detail) - USD ($)	3 Months Ended			8 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	[1]	Sep. 30, 2021	[1]	Sep. 30, 2022
Common Class A [Member]
Numerator:
Allocation of net loss	$ 255,444					$ (177,530)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption	17,250,000					17,250,000
Weighted-average shares outstanding including common stock subject to redemption	17,250,000					17,250,000
Basic net loss per share	$ 0.01					$ (0.01)
Diluted net loss per share	$ 0.01					$ (0.01)
Common Class B [Member]
Numerator:
Allocation of net loss	$ 63,861					$ (44,382)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption	4,312,500	3,750,000		3,750,000		4,312,500
Weighted-average shares outstanding including common stock subject to redemption	4,312,500	3,750,000		3,750,000		4,312,500
Basic net loss per share	$ 0.01					$ (0.01)
Diluted net loss per share	$ 0.01					$ (0.01)
[1]Excluded 562,500 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Significant Accounting Polici_5

Significant Accounting Policies - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2022 shares	Sep. 30, 2022 shares
Earnings Per Share Basic(Line Item )
Effective income tax rate reconciliation, percent	6%	15.90%
Federal statutory income tax rate	21%	21%
Common Class A [Member]
Earnings Per Share Basic(Line Item )
Class of warrant or right, number of securities called by each warrant or right	14,350,000	14,350,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Due from related party				$ 14,775
Due to related party	$ 0		$ 0	22,557
Working capital loans outstanding	0		0
Sponsor [Member]
Related Party Transaction [Line Items]
Due to related party	0		0	22,557
Repayments of related party debt			22,557
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity warrants	$ 2,000,000		$ 2,000,000
Debt instrument conversion price per share	$ 1		$ 1
Working capital loans outstanding	$ 0		$ 0	$ 0
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month			10,000
Related party transaction administration expenses incurred	$ 30,000		$ 90,000
Administrative support services expense		$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Carrying Value, Excluding Gross Unrealized Holding Losses and Fair Value of Held to Maturity Securities (Detail) - USD ($)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Disclosure of the carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities [Line Items]
Amortized Cost and Carrying Value	$ 174,762,347	$ 174,234,709
Gross Unrealized Gains	384,238
Gross Unrealized Losses		(3,264)
Fair Value	175,146,585	174,231,445
Cash [Member]
Disclosure of the carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities [Line Items]
Amortized Cost and Carrying Value	1,094	47
Fair Value	1,094	47
US Treasury Securities [Member]
Disclosure of the carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities [Line Items]
Amortized Cost and Carrying Value	174,761,253	174,234,662
Gross Unrealized Gains	384,238
Gross Unrealized Losses		(3,264)
Fair Value	$ 175,145,491	$ 174,231,398

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maturity term of securities	185 days
Cash [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	$ 1,094	$ 47
US Treasury Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	$ 174,761,253	$ 174,234,662