Black Mountain Acquisition (BMAC) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
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 Registrant Name	BLACK MOUNTAIN ACQUISITION CORP.
Entity Central Index Key	0001848020
Entity File Number	001-40907
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	86-2013849
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	425 Houston Street
Entity Address, Address Line Two	Suite 4500
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76102
City Area Code	817
Local Phone Number	698-9901
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and three quarters of one warrant
Trading Symbol	BMAC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BMAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,600,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	BMAC WS
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 403,835	$ 899,056
Prepaid expenses	180,721	317,666
Total current assets	584,556	1,216,722
Prepaid expenses, non – current	0	84,065
Investments held in Trust Account	282,796,766	281,523,974
Total Assets	283,381,322	282,824,761
Current liabilities:
Accrued offering costs and expenses	380,925	559,557
Income taxes payable	184,548	0
Due to related party	6,825	0
Total current liabilities	572,298	559,557
Deferred underwriting commissions	9,660,000	9,660,000
Total Liabilities	10,232,298	10,219,557
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Stock subscription receivable	0	(240)
Additional paid-in capital	0	0
Accumulated deficit	(9,454,935)	(8,915,246)
Total Stockholders' Deficit	(9,454,245)	(8,914,796)
Total Liabilities and Stockholders' Deficit	283,381,322	282,824,761
Class A common stock
Current liabilities:
Class A common stock subject to possible redemption, 27,600,000 shares at redemption value of $10.20 per share at September 30, 2022 and December 31, 2021, respectively	282,603,269	281,520,000
Stockholders' Deficit:
Common stock value	0	0
Class B common stock
Stockholders' Deficit:
Common stock value	$ 690	$ 690

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	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Class A common stock
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
Temporary Equity, Shares Outstanding	27,600,000	27,600,000
Temporary Equity, Redemption Price Per Share	$ 10.2	$ 10.2
Class B common stock
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	6,900,000	6,900,000
Common stock shares outstanding	6,900,000	6,900,000

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
Formation and operating costs	$ 264,649	$ 298	$ 1,142	$ 865,212
Loss from operations	(264,649)	(298)	(1,142)	(865,212)
Other income:
Interest earned on marketable securities held in Trust Account	1,272,095	0	0	1,695,340
Other income	1,272,095	0	0	1,695,340
Income (Loss) before provision for income taxes	1,007,446	(298)	(1,142)	830,128
Provision for income taxes	(256,394)	0	0	(286,548)
Net income (loss)	$ 751,052	$ (298)	$ (1,142)	$ 543,580
Common Class A [Member]
Other income:
Weighted average shares outstanding	27,600,000	0	0	27,600,000
Basic net income (loss) per share	$ 0.02	$ 0	$ 0	$ 0.02
Diluted net income (loss) per share	$ 0.02	$ 0	$ 0	$ 0.02
Common Class B [Member]
Other income:
Weighted average shares outstanding	6,900,000	6,000,000	6,000,000	6,900,000
Basic net income (loss) per share	$ 0.02	$ 0	$ 0	$ 0.02
Diluted net income (loss) per share	$ 0.02	$ 0	$ 0	$ 0.02

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Additional Paid-in Capital	Stock Subscription Receivable	Accumulated Deficit	Class A common stock	Class A common stock Common Stock	Class B common stock Common Stock
Beginning Balance (Shares) at Feb. 09, 2021						0	0
Beginning Balance at Feb. 09, 2021	$ 0	$ 0	$ 0	$ 0		$ 0	$ 0
Issuance of Class B common stock to Sponsor (Shares)						0	6,900,000
Issuance of Class B common stock to Sponsor	25,000	24,310				$ 0	$ 690
Net income (loss)	(575)			(575)
Ending Balance (Shares) at Mar. 31, 2021						0	6,900,000
Ending Balance at Mar. 31, 2021	24,425	24,310	0	(575)		$ 0	$ 690
Beginning Balance (Shares) at Feb. 09, 2021						0	0
Beginning Balance at Feb. 09, 2021	0	0	0	0		$ 0	$ 0
Net income (loss)	(1,142)					$ 0	$ (1,142)
Ending Balance (Shares) at Sep. 30, 2021						0	6,900,000
Ending Balance at Sep. 30, 2021	23,858	24,310	0	(1,142)		$ 0	$ 690
Beginning Balance (Shares) at Mar. 31, 2021						0	6,900,000
Beginning Balance at Mar. 31, 2021	24,425	24,310	0	(575)		$ 0	$ 690
Net income (loss)	(269)			(269)
Ending Balance (Shares) at Jun. 30, 2021						0	6,900,000
Ending Balance at Jun. 30, 2021	24,156	24,310	0	(844)		$ 0	$ 690
Net income (loss)	(298)			(298)		$ 0	$ (298)
Ending Balance (Shares) at Sep. 30, 2021						0	6,900,000
Ending Balance at Sep. 30, 2021	23,858	24,310	0	(1,142)		$ 0	$ 690
Beginning Balance (Shares) at Dec. 31, 2021						0	6,900,000
Beginning Balance at Dec. 31, 2021	(8,914,796)	0	(240)	(8,915,246)		$ 0	$ 690
Stock Subscription Received from Issuance of Founder Shares to Directors	240		240	0
Net income (loss)	(311,622)			(311,622)
Ending Balance (Shares) at Mar. 31, 2022						0	6,900,000
Ending Balance at Mar. 31, 2022	(9,226,178)	0	0	(9,226,868)		$ 0	$ 690
Beginning Balance (Shares) at Dec. 31, 2021						0	6,900,000
Beginning Balance at Dec. 31, 2021	(8,914,796)	0	(240)	(8,915,246)		$ 0	$ 690
Remeasurement of Class A common stock to redemption value					$ 1,083,269
Net income (loss)	543,580					$ 434,864	$ 108,716
Ending Balance (Shares) at Sep. 30, 2022						0	6,900,000
Ending Balance at Sep. 30, 2022	(9,454,245)	0	0	(9,454,935)		$ 0	$ 690
Beginning Balance (Shares) at Mar. 31, 2022						0	6,900,000
Beginning Balance at Mar. 31, 2022	(9,226,178)	0	0	(9,226,868)		$ 0	$ 690
Remeasurement of Class A common stock to redemption value	(118,237)			(118,237)
Net income (loss)	104,150			104,150
Ending Balance (Shares) at Jun. 30, 2022						0	6,900,000
Ending Balance at Jun. 30, 2022	(9,240,265)	0	0	(9,240,955)		$ 0	$ 690
Remeasurement of Class A common stock to redemption value	(965,032)			(965,032)
Net income (loss)	751,052			751,052		$ 600,842	$ 150,210
Ending Balance (Shares) at Sep. 30, 2022						0	6,900,000
Ending Balance at Sep. 30, 2022	$ (9,454,245)	$ 0	$ 0	$ (9,454,935)		$ 0	$ 690

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 income (loss)	$ (1,142)	$ 543,580
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	0	(1,695,340)
Changes in operating assets and liabilities:
Prepaid expenses	0	221,010
Due to related party	0	6,825
Accrued expenses	574	(178,632)
Income taxes payable	0	184,548
Net cash used in operating activities	(568)	(918,009)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay for Franchise and Income Taxes	0	422,548
Net cash provided by investing activities	0	422,548
Cash Flows from Financing Activities
Proceeds from issuance of Class B common stock to Independent Directors	0	240
Proceeds from issuance of promissory note to related party	195,000	0
Payment of deferred offering costs	(184,399)	0
Net cash provided by financing activities	10,601	240
Net Change in cash	10,033	(495,221)
Cash – Beginning of period	0	899,056
Cash – End of period	10,033	403,835
Non-Cash investing and financing activities:
Remeasurement of Class A common stock to redemption value	0	1,083,269
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	25,000	0
Deferred offering costs included in accrued offering costs and expenses	$ 324,426	$ 0

Organization, Business Operatio

Organization, Business Operations and Going Concern	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations and Going Concern	A. Note 1 — Organization, Business Operations and Going Concern A. Organization and General Black Mountain Acquisition Corp. (the “Company”) was incorporated in Delaware on February 10, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) to September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and pursuing a business combination described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating B. Sponsor and Financing The Company’s sponsor is Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On February 10, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of deferred offering costs on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a dividend of 1,150,000 of the Company’s Founder Shares, which resulted in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Up to 900,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option is not exercised by the Underwriters (defined below). On October 22, 2021, the Underwriters fully exercised the over-allotment option; thus, Founder Shares are no longer subject to forfeiture. The registration statement for the Company’s Initial Public Offering was declared effective on October 13, 2021 (the “Effective Date”). On October 18, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and three quarters of one warrant of the Company (the “Public Warrants”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000 (see Note 3). In connection with the Initial Public Offering, the U U U On October 18, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreement, dated October 13, 2021, by and between the Company and the Sponsor (the “Private Placement Warrant Purchase Agreement”), the Company completed the private sale of 11,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,600,000 (such sale, the “Private Placement”). On October 22, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for an additional 1,440,000 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants” and, together with the Public Warrants and the Private Placement Warrants, the “Warrants”), generating gross proceeds to the Company of $1,440,000. A total of $281,520,000, comprised of $270,480,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units ($10.00 per Unit)) and $11,040,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs amounted to $15,774,999 consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $594,999 of other offering costs. C. Trust Account Upon the closing of the Initial Public Offering and the private placement, $281,520,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the Initial Public Offering, at their redemption value of $10.20 per share. The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) t he redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 18 months from the closing of the Initial Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 18 months from the closing of the Initial Public Offering. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “Public Stockholders”) of the Public Shares. D. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its common stock to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes. As a result, all such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, and subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Pursuant to the Company’s certificate of incorporation, the Sponsor and the Company’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no pre-emptive E. Going Concern and Liquidity As of September 30, 2022, the Company had $403,835 in its operating bank account and working capital of $12,258. The Company’s liquidity needs up to September 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor o f $195,000 (see Note 5), and proceeds held outside of the Trust Account are available for working capital purposes. The promissory note was paid in full on October 20, 2021. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (defined below) (see Note 5). As of September 30, 2022, there we re no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, F. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an Initial Business Combination are not determinable as of the date of these condensed financial statements. Management continues to evaluate the impact of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	B. Note 2—Significant Accounting Policies A. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of 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. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 14, 2022. B. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging dif C. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. D. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $403,835 and $899,056, and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. E. Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in marketable securities. At September 30, 2022 and December 31, 2021, the Company had $282,796,766 and $281,523,974 in marketable securities held in the Trust Account, respectively. F. 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. G. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. o H. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. I. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. J. Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share of common share is the same as basic income per share of common stock for the periods. For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 600,842 $ 150,210 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Nine Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 434,864 $ 108,716 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (298 ) Denominator: Weighted average shares outstanding — Basic net loss per share $ — $ — For the Period from February 10, Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (1,142 ) Denominator: Weighted average shares outstanding — 6,900,000 Basic net loss per share $ — $ — K. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 25.45% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 34.52% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. L. Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are effected by charges against additional paid in capital and accumulated deficit. M. Warrant Instruments The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company are identical to the warrants underlying the Units being offered in the Initial Public Offering. N. Inflation Reduction Act of 2022 At this time, it has been determined that none of the Inflation Reduction Act of 2022 (the “IR Act”) tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. For more information, please see “Risk Factors.” O. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the C om nde

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Disclosure Of Initial Public Offering [Abstract]
Initial Public Offering	C. Note 3—Initial Public Offering The Company consummated its Initial Public Offering of 24,000,000 Units on October 18, 2021. Each Unit consists of one Class A common stock and three quarters of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000 and incurring $13,200,000 in underwriting fees comprised of an initial payment of $4,800,000 and $8,400,000 of deferred underwriting commissions. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day the Over-allotment On October 18, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement with the Sponsor lock-up All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in As of September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,464,948 ) Common stock issuance costs (15,036,924 ) Remeasurement of carrying value to redemption value 33,021,872 Class A common stock subject to possible redemption, December 31, 2021 281,520,000 Remeasurement of carrying value to redemption value 1,083,269 Class A common stock subject to possible redemption, September 30, 2022 $ 282,603,269

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Disclosure Of Private Placement [Abstract]
Private Placement	D. Note 4—Private Placement The Sponsor purchased an aggregate of 11,600,000 Private Placement Warrants for a purchase price of $11,600,000, or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Simultaneously with the U The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the Initial Public Offering, including as to exercise price, exercisability and exercise period, except that the Private Placement Warrants (i) will not initially be registered under the Securities Act and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	E. Note 5—Related Party Transactions A. Founder Shares On February 10, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of expenses on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a dividend of 1,150,000 of the Company’s Founder Shares, which resulted in an aggregate of 6,900,000 Founder Shares outstanding. All share s U U On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase the Over-allotment Units. As a res ult, 900,000 founder shares are no longer subject to forfeiture. In connection with the Initial Public Offering, the Sponsor forfeited a total of 90,000 founder shares for no consideration, and 30,000 founder shares were purchased from the Company by each of the Company’s independent directors, Mel G. Riggs, Charles W. Yates and Stephen Straty, at their original purchase price (approximately $0.004 per share) or a total of $360. The excess of the fair value of the founder shares transferred ($515,340) over the original issuance price ($360) will be accounted for as director’s compensation expense upon the initial business combination. The purchased shares shall vest upon the Company consummating an Initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the Director is removed from office or ceases to be a Director, the Director will forfeit their founder shares to the Company. The Directors have agreed, (1) the shares may not be sold or transferred, until six months after the consummation of a business combination, (2) the shares will not be entitled to redemption from the funds held in the trust account, or any liquidating distributions. The Company has 18 months from the date of the Initial Public Offering to consummate a business combination, and if a business combination is not consummated, the Company will liquidate, and the shares will become worthless. The fair value of the founder shares at the grant dates was determined using an internal model using the issuance price of the Units in the Initial Public Offering as a proxy adjusting for the value of the warrants included in the Units, for the probability the Company will consummate an initial Business Combination and for holding costs and no rights of redemption. Valuation of the 90,000 founder shares granted to the directors is estimated to be $486,000 or $5.40 per share. The Company will record the fair value of the transferred shares in excess of the amount paid as director compensation expense upon consummation of an initial Business Combination, in accordance with the guidance in FASB ASC 718, Compensation-Stock Compensation (“ASC 718”), which requires deferral of the expense recognition until after the performance condition becomes probable of being achieved. If the performance condition is a business combination or similar liquidity event, the performance condition is not deemed to be probable until it is achieved. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Initial Business Combination or (ii) subsequent to the Initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. B. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note was non-interest In addition, 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 are not obligated to, loan the Company funds on a non-interest bearing basis as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. C. Administrative Support Agreement and Other Commencing on the date the Units are first listed on the New York Stock Exchange, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2022, the Company has incurred $30,000 and $90,000 of administrative service fee s In February 2022, Black Mountain Land Company LLC, a related party (“Black Mountain Land”), paid flight expenses of $15,524 on the Company’s behalf. The amount is recorded in Due to Related Party on the accompanying balance sheet.

Commitments And Contingencies

Commitments And Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	F. Note 6—Commitments and Contingencies A. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans , if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans ) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering. The holders of at least $25 million in value of these securities are entitled to demand that the Company file a registration statement covering such securities and to require the Company to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. B. Underwriting Agreement The Company granted the U 45-day On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase the Over-allotment Units, at a purchase price of $10.00 per Public Unit generating gross proceeds to the Company of $36,000,000 (see Note 3). On October 18, 2021, the Company paid a cash underwriting commission of $0.20 per unit, or $4,800,000 and on October 22, 2021, paid an additional $720,000 or $0.20 per unit for an aggregate of $5,520,000. The representatives of the U U U

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	G. Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase the Over-allotment Units. As a re sult, 900,000 founder shares are no longer subject to forfeiture. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for redemptions, merger consideration, private placement warrants, and any securities issued to affiliates, and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers and directors upon conversion of Working Capital Loans). Warrants In addition, if (i) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per 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”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of our Class A common stock during the 20-day trading period starting on the trading day prior to the day on which we consummate our Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (A) the Market Value or (B) the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period, except that the Private Placement Warrants (i) will not initially be registered under the Securities Act and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up A. Redemption of Warrants Once 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, or the 30-day • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless (i) a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all, but not less than all, warrant holders to exercise their warrants on a “cashless basis.” In the event any warrants are exercised on a “cashless basis,” each exercising warrant holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (i) the product of (A) the number of shares of our Class A common stock underlying the warrants and (B) the excess of the “fair market value” (defined below) over the exercise price of the warrants by (ii) such fair market value. For purposes of this section, the “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant holder or its securities broker or intermediary. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire without value to the holder.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair value measurements	H. Note 8. Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $282,796,766 and $281,523,974 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2022, the Company has withdrawn $422,548. 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 282,796,766 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: December 31, 2021 Level Amount Assets: Marketable securities held in Trust Account 1 $ 281,523,974

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	I. Note 9. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that 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.

Significant Accounting Polici_2

Significant Accounting Policies (Polices)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	A. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of 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. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 14, 2022.
Emerging Growth Company	B. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging dif
Use of Estimates	C. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	D. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $403,835 and $899,056, and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively.
Investments Held In Trust Account	E. Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in marketable securities. At September 30, 2022 and December 31, 2021, the Company had $282,796,766 and $281,523,974 in marketable securities held in the Trust Account, respectively.
Concentration of Credit Risk	F. 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Offering Costs Associated with the Initial Public Offering	G. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. o
Fair Value of Financial Instruments	H. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair Value Measurements	I. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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.
Net Income Per Share of Common Stock	J. Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share of common share is the same as basic income per share of common stock for the periods. For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 600,842 $ 150,210 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Nine Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 434,864 $ 108,716 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (298 ) Denominator: Weighted average shares outstanding — Basic net loss per share $ — $ — For the Period from February 10, Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (1,142 ) Denominator: Weighted average shares outstanding — 6,900,000 Basic net loss per share $ — $ —
Income Taxes	K. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 25.45% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 34.52% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Common Stock Subject to Possible Redemption	L. Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are effected by charges against additional paid in capital and accumulated deficit.
Warrant Instruments	M. Warrant Instruments The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company are identical to the warrants underlying the Units being offered in the Initial Public Offering.
Inflation Reduction Act of 2022	N. Inflation Reduction Act of 2022 At this time, it has been determined that none of the Inflation Reduction Act of 2022 (the “IR Act”) tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. For more information, please see “Risk Factors.”
Recent Accounting Pronouncements	O. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the C om nde

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies [Abstract]
Summary of Forfeiture are excluded from the calculation of weighted average shares outstanding	For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 600,842 $ 150,210 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Nine Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 434,864 $ 108,716 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.02 $ 0.02 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (298 ) Denominator: Weighted average shares outstanding — Basic net loss per share $ — $ — For the Period from February 10, Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ — $ (1,142 ) Denominator: Weighted average shares outstanding — 6,900,000 Basic net loss per share $ — $ —

Initial Public Offering - (Tabl

Initial Public Offering - (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Of Initial Public Offering [Abstract]
Summary of temporary equity	As of September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,464,948 ) Common stock issuance costs (15,036,924 ) Remeasurement of carrying value to redemption value 33,021,872 Class A common stock subject to possible redemption, December 31, 2021 281,520,000 Remeasurement of carrying value to redemption value 1,083,269 Class A common stock subject to possible redemption, September 30, 2022 $ 282,603,269

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Summary of Fair Value Measurement	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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 282,796,766 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: December 31, 2021 Level Amount Assets: Marketable securities held in Trust Account 1 $ 281,523,974

Organization, Business Operat_2

Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)					1 Months Ended	2 Months Ended	8 Months Ended	9 Months Ended
	Oct. 22, 2021	Oct. 22, 2021	Oct. 18, 2021	Feb. 10, 2021	Oct. 31, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Oct. 08, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Unit price per share	$ 10	$ 10
Proceeds from private placement of warrants		$ 1,440,000	$ 11,600,000
Investment of cash in Trust Account		$ 281,520,000
Expenses payable on dissolution								$ 100,000
Percentage of public shares to be redeemed in case business combination is not consummated								100%
Period To complete business combination from closing of the initial public offering								18 months
Cash								$ 403,835	$ 899,056
Working capital deficit								12,258
Stock issued during period, value, issued for services						$ 25,000
Proceeds from issuance of promissory note to related party							$ 195,000	0
Due to related parties								0
Sponsor | Promissory Note
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of promissory note to related party								195,000
Sponsor | Working Capital Loans
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to related parties								$ 0
Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Fair market value as percentage of net assets held in trust account included in initial business combination									80%
Public Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Warrant or right included per unit description	three quarters of one warrant
Exercise price of warrant								$ 11.5
Class of warrants or rights warrants issued during the period								0
Initial Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period			11,600,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Initial Private Placement Warrants | Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period	11,600,000		11,600,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Proceeds from private placement of warrants	$ 11,600,000		$ 11,600,000
Additional Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period		1,440,000
Class of warrants or rights warrants issued issue price per warrant	$ 1	$ 1
Additional Private Placement Warrants | Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period		1,440,000
Class of warrants or rights warrants issued issue price per warrant	1	$ 1
Proceeds from private placement of warrants		$ 1,440,000
Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Unit price per share	$ 10	$ 10
Proceeds from private placement of warrants	$ 11,040,000
IPO
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during ther period shares			24,000,000
Unit price per share			$ 10
Proceeds from initial public offering gross	240,000,000		$ 240,000,000
Transaction costs	15,774,999
Underwriting commissions	5,520,000
Deferred underwriting commissions	9,660,000	$ 9,660,000
Other offering costs	$ 594,999
Over-Allotment Option
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during ther period shares		3,600,000
Unit price per share	$ 10	$ 10
Additional units that can be purchased to cover over-allotments			3,600,000
Units issued during ther period value		$ 36,000,000
Underwriting commissions		1,980,000
Deferred underwriting commissions	$ 1,260,000	$ 1,260,000
Intial Public Offering Including Over Allotment Option
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of initial public offering net of transaction costs	$ 270,480,000
Class A common stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares included in unit			1
Common stock par or stated value per share			$ 0.0001					$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding								0	0
Temporary equity, carrying amount, attributable to parent								$ 282,603,269	$ 281,520,000
Temporary equity, redemption price per share								$ 10.2	$ 10.2
Class A common stock | Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, value, issued for services						$ 0
Stock Issued During Period, Shares, Issued for Services						0
Class A common stock | Public Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Warrant or right included per unit description			three quarters of one Public Warrant
Number of shares issued upon exercise of warrant			1
Exercise price of warrant			$ 11.5
Class A common stock | Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares issued upon exercise of warrant										1
Exercise price of warrant										$ 11.5
Class A common stock | IPO | Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Temporary equity, carrying amount, attributable to parent								$ 281,520,000
Temporary equity, redemption price per share								$ 10.2
Class B common stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock par or stated value per share								$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding								6,900,000	6,900,000
Class B common stock | Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, value, issued for services						$ 690
Stock Issued During Period, Shares, Issued for Services						6,900,000
Class B common stock | Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, value, issued for services				$ 25,000				$ 25,000
Sale of Stock, Price Per Share				$ 0.004
Stock Issued During Period, Shares, Issued for Services				5,750,000
Common Stock Dividends, Shares					1,150,000
Common Stock, Other Shares, Outstanding								900,000
Common Stock, Shares, Outstanding								6,900,000

Significant Accounting Polici_4

Significant Accounting Policies - Schedule Of Significant Accounting Policies (Details) - USD ($)	2 Months Ended	3 Months Ended					8 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss	$ (575)	$ 751,052	$ 104,150	$ (311,622)	$ (298)	$ (269)	$ (1,142)	$ 543,580
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares outstanding		27,600,000			0		0	27,600,000
Basic net loss per share		$ 0.02			$ 0		$ 0	$ 0.02
Common Class A [Member] | Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss		$ 600,842			$ 0		$ 0	$ 434,864
Weighted average shares outstanding		27,600,000			0		0	27,600,000
Basic net loss per share		$ 0.02			$ 0		$ 0	$ 0.02
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares outstanding		6,900,000			6,000,000		6,000,000	6,900,000
Basic net loss per share		$ 0.02			$ 0		$ 0	$ 0.02
Common Class B [Member] | Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss		$ 150,210			$ (298)		$ (1,142)	$ 108,716
Weighted average shares outstanding		6,900,000			6,900,000		6,900,000	6,900,000
Basic net loss per share		$ 0.02			$ 0		$ 0	$ 0.02

Significant Accounting Polici_5

Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended		8 Months Ended	9 Months Ended
	Oct. 22, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Cash		$ 403,835			$ 403,835	$ 899,056
Weighted Average Number Diluted Shares Outstanding Adjustment				0	0
Unrecognized Tax Benefits		0			$ 0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued		0			0	0
Investments held in Trust Account		282,796,766			282,796,766	281,523,974
Cash In Fixed Depository Insurance Coverage Amount		$ 250,000			$ 250,000	$ 250,000
Effective income tax rate reconciliation		(25.45%)	0%	0%	34.52%
Effective income tax rate reconciliation at federal statutory tax rate		21%	21%	21%	21%
IPO
Accounting Policies [Line Items]
Underwriting commissions	$ 5,520,000
Deferred underwriting commissions	9,660,000
Other offering costs	594,999
Temporary Equity, Shares Issued		27,600,000			27,600,000
Offering Costs	$ 15,774,999

Initial Public Offering - Summa

Initial Public Offering - Summary of Temporary Equity (Detail) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Remeasurement of carrying value to redemption value	$ (965,032)	$ (118,237)
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering				$ 276,000,000
Proceeds allocated to Public Warrants				(12,464,948)
Common stock issuance costs				(15,036,924)
Remeasurement of carrying value to redemption value			$ 1,083,269	33,021,872
Class A common stock subject to possible redemption	$ 282,603,269		$ 282,603,269	$ 281,520,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)				9 Months Ended
	Oct. 22, 2021	Oct. 22, 2021	Oct. 18, 2021	Sep. 30, 2022
Class of Stock [Line Items]
Unit price per share	$ 10	$ 10
Proceeds from private placement of warrants	$ 1,440,000		$ 11,600,000
IPO
Class of Stock [Line Items]
Units issued during ther period shares			24,000,000
Unit price per share			$ 10
Proceeds from initial public offering gross		$ 240,000,000	$ 240,000,000
Underwriting commissions		5,520,000
Deferred underwriting commissions	$ 9,660,000	$ 9,660,000
Temporary Equity, Shares Issued				27,600,000
IPO | Underwriters Agreement [Member]
Class of Stock [Line Items]
Underwriting commissions			13,200,000
Payment of Underwriter commission			4,800,000
Deferred underwriting commissions			$ 8,400,000
Over-Allotment Option
Class of Stock [Line Items]
Units issued during ther period shares	3,600,000
Units issued during ther period value	$ 36,000,000
Unit price per share	$ 10	$ 10
Additional units that can be purchased to cover over-allotments			3,600,000
Overallotment option period			45 days
Underwriting commissions	$ 1,980,000
Payment of Underwriter commission	720,000
Deferred underwriting commissions	$ 1,260,000	$ 1,260,000
Public Warrants
Class of Stock [Line Items]
Warrant or right included per unit description		three quarters of one warrant
Exercise price of warrant				$ 11.5
Class of warrants or rights warrants issued during the period				0
Initial Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period			11,600,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Additional Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	1,440,000
Class of warrants or rights warrants issued issue price per warrant	$ 1	$ 1
Class A common stock
Class of Stock [Line Items]
Number of shares included in unit			1
Temporary Equity, Shares Issued				27,600,000
Class A common stock | Public Warrants
Class of Stock [Line Items]
Warrant or right included per unit description			three quarters of one Public Warrant
Number of shares issued upon exercise of warrant			1
Exercise price of warrant			$ 11.5
Sponsor | Initial Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		11,600,000	11,600,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Proceeds from private placement of warrants		$ 11,600,000	$ 11,600,000
Sponsor | Additional Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	1,440,000
Class of warrants or rights warrants issued issue price per warrant	$ 1	$ 1
Proceeds from private placement of warrants	$ 1,440,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Oct. 22, 2021	Oct. 22, 2021	Oct. 18, 2021	Oct. 08, 2021
Class of Stock [Line Items]
Proceeds from private placement of warrants	$ 1,440,000		$ 11,600,000
Initial Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period			11,600,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Private Placement Warrants
Class of Stock [Line Items]
Proceeds from private placement of warrants		$ 11,040,000
Private Placement Warrants | Class A common stock
Class of Stock [Line Items]
Number of shares issued upon exercise of warrant				1
Exercise price of warrant				$ 11.5
Additional Private Placement Warrants
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	1,440,000
Class of warrants or rights warrants issued issue price per warrant	$ 1	$ 1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			1 Months Ended	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2022	Feb. 10, 2021	Oct. 31, 2021	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Oct. 22, 2021	Oct. 20, 2021
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services				$ 25,000
Due to Related Parties	$ 0				$ 0		$ 0
Number of shares forfeited		90,000
Shares Issued, Value, Share-based Payment Arrangement, Forfeited		$ 0
Shares issued, price per share									$ 10
Excess fair value of founder shares		$ 515,340
Over allotment Option Vesting Period							45 days
Related Party Loans	0				0		$ 0	$ 0
Due to Related Parties, Current	$ 6,825				$ 6,825		$ 6,825	$ 0
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares issued, price per share									$ 10
Over allotment Option Vesting Period							45 days
Founder shares [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		90,000
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture		$ 486,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased		$ 5.4
Founder shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number Of Shares Subject To Forfeiture									900,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding	6,900,000				6,900,000		6,900,000	6,900,000
Sponsor [Member] | Founder shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number Of Shares Subject To Forfeiture									900,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	$ 250,000				$ 250,000		$ 250,000
Notes Payable, Related Parties, Current	195,000				195,000		195,000
Debt Instrument, Term						180 days
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	$ 1,500,000				$ 1,500,000		$ 1,500,000
Debt Instrument, Convertible, Conversion Price	$ 1				$ 1		$ 1
Due to Related Parties	$ 0				$ 0		$ 0
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current										$ 195,000
Sponsor [Member] | Administrative Support Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction		$ 10,000
Related Party Transaction Accrued Expenses					$ 30,000		90,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 25,000					$ 25,000
Sale of Stock, Price Per Share		$ 0.004
Stock Issued During Period, Shares, Issued for Services		5,750,000
Common Stock Dividends, Shares			1,150,000
Common Stock, Shares, Outstanding	6,900,000				6,900,000		6,900,000
Common Stock, Other Shares, Outstanding	900,000				900,000		900,000
Minimum Holding Period For Transfer Assignment Or Sale Of FoundeShares	180 days
Mel G. Riggs, Charles W. Yates and Stephen Straty [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 360
Mel G. Riggs, Charles W. Yates and Stephen Straty [Member] | Director [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 360
Stock Issued During Period, Shares, Issued for Services		30,000
Shares issued, price per share		$ 0.004
Black Mountain Land Company LLC, [Member] | Flight Expenses [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current	$ 15,524				$ 15,524		$ 15,524

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail) - USD ($)			8 Months Ended	9 Months Ended
	Oct. 22, 2021	Oct. 18, 2021	Sep. 30, 2021	Sep. 30, 2022
Loss Contingencies [Line Items]
Registration Payment Arrangement, Accrual Carrying Value				$ 25,000,000
Over allotment Option Vesting Period				45 days
Shares Issued Price Per Share	$ 10
Proceeds From Issuance Of Common Stock			$ 0	$ 240
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Over allotment Option Vesting Period				45 days
Shares Issued Price Per Share	$ 10
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Proceeds From Over Allotment Options	$ 36,000,000
Cash Underwriting Discount Per Share	$ 720,000	$ 0.2
Payment Of Underwriting Discount	$ 0.2	$ 4,800,000
Proceeds From Issuance Of Common Stock	5,520,000
Deferred Underwriting Discount Per Share	0.35
Deferred Underwriting Commission	$ 9,660,000
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, new issues				3,600,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Oct. 22, 2021	Oct. 18, 2021
Class of Stock [Line Items]
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Share Price	$ 18
IPO [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Issued	27,600,000
Over-Allotment Option [Member] | Founder shares [Member]
Class of Stock [Line Items]
Number Of Shares Subject To Forfeiture			900,000
Share Price Equals Or Exceeds USD Eighteen Per Share
Class of Stock [Line Items]
Share Price	$ 18
Share Price Equal or Less Nine point Two Rupees per dollar
Class of Stock [Line Items]
Class of warrants, redemption notice period	30 days
Public Warrants
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Warrants and Rights Outstanding, Term	5 years
Class of warrants or rights warrants issued during the period	0
Class A common stock
Class of Stock [Line Items]
Common stock par or stated value per share	$ 0.0001	$ 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 stock voting rights	one
Temporary Equity, Shares Issued	27,600,000
Class A common stock | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar
Class of Stock [Line Items]
Class of warrant or right, exercise price adjustment percentage higher of market value	180%
Class A common stock | Share Price Equal or Less Nine point Two Rupees per dollar
Class of Stock [Line Items]
Share Price	$ 9.2
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60%
Class of warrant or right, exercise price adjustment percentage higher of market value	115%
Class A common stock | Public Warrants
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 11.5
Class A common stock | Public Warrants | Share Price Equals Or Exceeds USD Eighteen Per Share
Class of Stock [Line Items]
Share Price	$ 18
Class A common stock | Redemption Of Warrants | Share Price Equals Or Exceeds USD Eighteen Per Share
Class of Stock [Line Items]
Class of warrants, redemption price per unit	$ 0.01
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Class B common stock
Class of Stock [Line Items]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	6,900,000	6,900,000
Common stock shares outstanding	6,900,000	6,900,000
Common stock voting rights	one

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 282,796,766	$ 281,523,974
Assets Held In Trust Withdrawal	422,548
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 282,796,766	$ 281,523,974

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 282,796,766	$ 281,523,974
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 282,796,766	$ 281,523,974