Heartland Media Acquisition (HMA) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-41152
Entity Registrant Name	HEARTLAND MEDIA ACQUISITION CORP.
Entity Central Index Key	0001850529
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2016556
Entity Address, Address Line One	3282 Northside Pkwy
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30327
City Area Code	470
Local Phone Number	355-1944
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
Trading Symbol	HMA.U
Security Exchange Name	NYSE
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HMA
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		19,246,931
Warrants [Member]
Entity Listings [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	HMA.WS
Security Exchange Name	NYSE
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		4,811,732

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 533,981	$ 25,722
Prepaid expenses	362,739	26,800
Total current assets	896,720	52,522
Prepaid insurance, long-term	105,104	0
Deferred offering costs	0	719,111
Marketable securities held in Trust Account	198,456,935	0
Total Assets	199,458,759	771,633
Current liabilities:
Accrued offering costs and expenses	308,484	674,229
Promissory note - related party	0	86,414
Income taxes payable	212,495	0
Total current liabilities	520,979	760,643
Warrant liability	2,231,304	0
Deferred underwriting fee payable	6,736,426	0
Total liabilities	9,488,709	760,643
Commitments and Contingencies (Note 6)
Temporary Equity
Class A common stock subject to possible redemptions, $0.0001 par value, 19,246,931 and no shares at redemption value of $10.29 at September 30, 2022 and December 31, 2021, respectively	198,076,068	0
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value, 2,500,000 shares authorized; no shares issued or outstanding	0	0
Additional paid-in capital	126,789	24,497
Accumulated deficit	(8,233,288)	(14,010)
Total stockholders' (deficit) equity	(8,106,018)	10,990
Total Liabilities, Commitments and Contingencies, and Stockholders' (Deficit) Equity	199,458,759	771,633
Class A Common Stock [Member]
Stockholders' (Deficit) Equity
Common stock	0	0
Class B Common Stock [Member]
Stockholders' (Deficit) Equity
Common stock	$ 481	$ 503

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' (Deficit) Equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	2,500,000	2,500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Temporary Equity
Common stocks subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares, shares subject to possible redemption (in shares)	19,246,931	0
Class A ordinary shares (in dollars per share)	$ 10.29	$ 10.29
Stockholders' (Deficit) Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' (Deficit) Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, shares issued (in shares)	4,811,732	5,031,250
Common stock, shares outstanding (in shares)	4,811,732	5,031,250

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
Loss from Operations
Formation costs, operating costs, and general and administrative costs		$ 77,934	$ 104	$ 1,034	$ 907,318
Loss from Operations		(77,934)	(104)	(1,034)	(907,318)
Other income:
Warrant issuance costs		0	0	0	(788,506)
Change in fair value of warrant liability		754,032	0	0	8,956,805
Change in fair value of over-allotment option liability		0	0	0	99,343
Interest earned on marketable securities held in Trust Account		896,394	0	0	1,175,892
Total other income, net		1,650,426	0	0	9,443,534
Income (loss) before provision for income taxes		1,572,492	(104)	(1,034)	8,536,216
Provision for income taxes		(175,623)	0	0	(212,495)
Net income (loss)		$ 1,396,869	$ (104)	$ (1,034)	$ 8,323,721
Class A Common Stock [Member]
Other income:
Basic weighted average shares outstanding (in shares)		19,246,931	0	0	17,497,302
Diluted weighted average shares outstanding (in shares)		19,246,931	0	0	17,497,302
Basic net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Diluted net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Class B Common Stock [Member]
Other income:
Basic weighted average shares outstanding (in shares)	[1]	4,811,732	4,375,000	4,375,000	4,758,940
Diluted weighted average shares outstanding (in shares)	[1]	4,811,732	4,375,000	4,375,000	4,811,732
Basic net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Diluted net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
[1]Excluding 219,518 shares of Class B common stock forfeited due to the underwriters’ partial exercise of their over-allotment option.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock [Member] - shares	Sep. 30, 2022	Mar. 31, 2022
Common stock forfeited (in shares)		219,518
Over-Allotment Option [Member]
Common stock forfeited (in shares)	219,518

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class A Common Stock [Member] Over-Allotment Option [Member]	Common Stock [Member] Class B Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member] Over-Allotment Option [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Over-Allotment Option [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Over-Allotment Option [Member]	Total	Over-Allotment Option [Member]
Beginning balance at Feb. 09, 2021	$ 0		$ 0		$ 0		$ 0		$ 0
Beginning balance (in shares) at Feb. 09, 2021	0		0
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Class B common stock issued to Sponsor	$ 0		$ 503		24,497		0		25,000
Class B common stock issued to Sponsor (in shares)	0		5,031,250
Net income (loss)	$ 0		$ 0		0		(860)		(860)
Ending balance at Mar. 31, 2021	$ 0		$ 503		24,497		(860)		24,140
Ending balance (in shares) at Mar. 31, 2021	0		5,031,250
Beginning balance at Feb. 09, 2021	$ 0		$ 0		0		0		0
Beginning balance (in shares) at Feb. 09, 2021	0		0
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income (loss)									(1,034)
Ending balance at Sep. 30, 2021	$ 0		$ 503		24,497		(1,034)		23,966
Ending balance (in shares) at Sep. 30, 2021	0		5,031,250
Beginning balance at Mar. 31, 2021	$ 0		$ 503		24,497		(860)		24,140
Beginning balance (in shares) at Mar. 31, 2021	0		5,031,250
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income (loss)	$ 0		$ 0		0		(70)		(70)
Ending balance at Jun. 30, 2021	$ 0		$ 503		24,497		(930)		24,070
Ending balance (in shares) at Jun. 30, 2021	0		5,031,250
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income (loss)	$ 0		$ 0		0		(104)		(104)
Ending balance at Sep. 30, 2021	$ 0		$ 503		24,497		(1,034)		23,966
Ending balance (in shares) at Sep. 30, 2021	0		5,031,250
Beginning balance at Dec. 31, 2021	$ 0		$ 503		24,497		(14,010)		10,990
Beginning balance (in shares) at Dec. 31, 2021	0		5,031,250
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Sale of 17,500,000 units through public offering	$ 1,750	$ 175	$ 0	$ 0	174,998,250	$ 17,469,135	0	$ 0	175,000,000	$ 17,469,310
Sale of 17,500,000 units through public offering (in shares)	17,500,000	1,746,931	0	0
Sale of 9,875,000 Private Placement Warrants	$ 0	$ 0	$ 0	$ 0	9,875,000	786,119	0	0	9,875,000	786,119
Underwriters' discount	0	0	0	0	(3,500,000)	(349,386)	0	0	(3,500,000)	(349,386)
Offering expenses reimbursed by underwriter	0	$ 0	0	$ 0	437,500	43,673	0	0	437,500	43,673
Deferred underwriter Discount	0		0		(6,125,000)	$ (611,426)	0	$ 0	(6,125,000)	$ (611,426)
Offering costs closed to APIC	0		0		(1,570,209)		0		(1,570,209)
Warrant issuance costs	0		0		788,506		0		788,506
Incentives to bankers to participate in private placement	0		0		805,493		0		805,493
Warrant liability recognition	0		0		(11,188,109)		0		(11,188,109)
Initial classification of over-allotment liability	0		0		(226,132)		0		(226,132)
Forfeiture of 219,518 shares of Class B common stock	$ 0		(22)		22		0		$ 0
Forfeiture of 219,518 shares of Class B common stock (in shares)	0								(219,518)
Accretion for Class A common stock to redemption value	$ (1,925)		$ 0		(181,531,144)		(15,747,974)		$ (197,281,043)
Remeasurement for Class A common stock to redemption value (in shares)	(19,246,931)		0
Net income (loss)	$ 0		$ 0		0		6,772,842		6,772,842
Ending balance at Mar. 31, 2022	$ 0		$ 481		126,789		(8,989,142)		(8,861,872)
Ending balance (in shares) at Mar. 31, 2022	0		4,811,732
Beginning balance at Dec. 31, 2021	$ 0		$ 503		24,497		(14,010)		10,990
Beginning balance (in shares) at Dec. 31, 2021	0		5,031,250
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income (loss)									8,323,721
Ending balance at Sep. 30, 2022	$ 0		$ 481		126,789		(8,233,288)		(8,106,018)
Ending balance (in shares) at Sep. 30, 2022	0		4,811,732
Beginning balance at Mar. 31, 2022	$ 0		$ 481		126,789		(8,989,142)		(8,861,872)
Beginning balance (in shares) at Mar. 31, 2022	0		4,811,732
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption value	$ 0		$ 0		0		(129,754)		(129,754)
Remeasurement for Class A common stock to redemption value (in shares)	0		0
Net income (loss)	$ 0		$ 0		0		154,010		154,010
Ending balance at Jun. 30, 2022	$ 0		$ 481		126,789		(8,964,886)		(8,837,616)
Ending balance (in shares) at Jun. 30, 2022	0		4,811,732
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption value	$ 0		$ 0		0		(665,271)		(665,271)
Remeasurement for Class A common stock to redemption value (in shares)	0		0
Net income (loss)	$ 0		$ 0		0		1,396,869		1,396,869
Ending balance at Sep. 30, 2022	$ 0		$ 481		$ 126,789		$ (8,233,288)		$ (8,106,018)
Ending balance (in shares) at Sep. 30, 2022	0		4,811,732

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - shares			3 Months Ended
	Feb. 07, 2022	Feb. 03, 2022	Mar. 31, 2022	Sep. 30, 2022
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Units issued (in shares)			17,500,000
Warrants issued (in shares)			9,875,000
Over-Allotment Option [Member]
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Units issued (in shares)	1,746,931	1,746,931	1,746,931
Warrants issued (in shares)			786,119
Class B Ordinary Shares [Member]
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Common stock forfeited (in shares)			219,518
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Common stock forfeited (in shares)				219,518

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended			8 Months Ended	9 Months Ended	11 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (860)	$ 1,396,869	$ 6,772,842	$ (104)	$ (1,034)	$ 8,323,721
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(896,394)		0	0	(1,175,892)
Change in fair value of warrant liability					0	(8,956,805)
Change in over-allotment option liability					0	(99,343)
Warrant issuance costs					0	788,506
Changes in current assets and current liabilities:
Prepaid expenses					0	(441,043)
Accrued offering costs and expenses					860	(329,810)
Income taxes payable					0	212,495
Net cash used in operating activities					(174)	(1,678,171)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					0	(197,281,043)
Net cash used in investing activities					0	(197,281,043)
Cash flows from financing activities:
Proceeds from issuance of Founder Shares					25,000	0
Proceeds from promissory note - related party					1,000	0
Proceeds from sale of Units, net of underwriting discounts paid					0	171,500,000
Proceeds from the partial exercise of over-allotment option, net of underwriting discounts paid					0	17,906,043
Proceeds from the sale of Private Placement Warrants					0	9,875,000
Proceeds from reimbursement by underwriters of offering costs					0	481,174
Receipt of overpayment from related party						16,055
Payment of promissory note - related party					0	(142,124)
Payment of deferred offering costs					0	(168,675)
Net cash provided by financing activities					26,000	199,467,473
Net change in cash					25,826	508,259
Cash, beginning of the period	$ 0		$ 25,722		0	25,722	$ 0
Cash, end of the period		$ 533,981		$ 25,826	25,826	533,981	$ 25,722
Supplemental disclosure of noncash investing and financing activities:
Deferred offering cost included in accrued offering costs					273,380	0
Initial value of Class A common stock subject to possible redemption					0	197,281,043
Remeasurement for Class A common stock to redemption amount					0	795,025
Payment of offering costs made by sponsor					0	39,655
Deferred underwriting fee payable					0	6,736,426
Deferred offering cost charged to Additional paid-in capital					$ 0	$ 867,336

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1—Organization and Business Operations Heartland Media Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation 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 or entities (the “Business Combination”). The Company has not selected any specific target business and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a Business Combination with the Company. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the IPO (as defined below), and since the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on January 20, 2022 (the “Effective Date”). On January 25, 2022, the Company consummated its Initial Public Offering (“IPO”) of 17,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Public Shares”), and one-half Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 9,875,000 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $9,875,000, which is discussed in Note 4. On February 7, 2022, the Company issued an additional 1,746,931 Units in connection with the partial exercise by the underwriters of the IPO of their over-allotment option, generating gross proceeds of $17,469,310, which is discussed in Note 3. Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 786,119 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor in a private placement (the “Over-allotment Private Placement” and, together with the Private Placement, the “Private Placements”) generating gross proceeds of $786,119, which is discussed in Note 4. Transaction costs amounted to $11,801,638 consisting of $3,849,386 of underwriting commissions, $6,736,426 of deferred underwriting commissions, $805,493 of incentives to two investors (see Note 4), and $891,506 of other offering costs, partially offset by the reimbursement of $481,173 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account (as defined below) for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on January 25, 2022 and the partial exercise of the over-allotment option on February 7, 2022, an amount of $197,281,043 ($10.25 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested only in U.S. “government securities” with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or up to 21 months from the closing of the IPO at the election of the Company, subject to certain conditions, including the deposit of $1,750,000 (or $0.10 per unit) into the Trust Account or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Public Shares if the Company has not completed the initial Business Combination within 18 months from the closing of the IPO or during any Extension Period (as defined below), subject to applicable law. 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 public stockholders. The Company will provide the public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the initial Business Combination; or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, as of two The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A common stock is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company has only 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”) or up to 21 months from the closing of the IPO, until July 25, 2023 (18 months) or up to October 25, 2023 (21 months), at the election of the Company, subject to certain conditions. If the Company has not completed the initial Business Combination within the Combination Period or during any Extension Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of 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 (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to: (1) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of the initial Business Combination; (2) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation; and (3) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond 18 months as a result of either (a) at the election of the Company, an additional three months, subject to certain conditions, including the deposit of $1,750,000 (or $0.10 per unit) into the Trust Account or (b) a stockholder vote to amend the Company’s amended and restated certificate of incorporation (any such additional period, an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnification obligations. Given that the Sponsor’s only assets are securities of the Company, the Sponsor may not be able to satisfy those indemnification obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity, Capital Resources and Going Concern As of September 30, 2022, the Company had $533,981 in its operating bank account, and an adjusted working capital surplus of $756,608, which excludes franchise taxes payable of $162,872, income tax payable of $212,495 and other allowed withdrawals of $5,500, of which such amounts can be paid from interest earned on the Trust Account. As of September 30, 2022, approximately $1,175,892 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company’s tax obligations. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 25, 2023 (or up until October 25, 2023, at the election of the Company, subject to certain conditions described herein) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension not be requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 25, 2023 (or after October 25, 2023, at the election of the Company, subject to certain conditions described herein) Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these u naudited condensed unaudited condensed In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed unaudited condensed On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”) The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022, and the Company’s prospectus for its IPO as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 1, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in the unaudited condensed Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying unaudited condensed 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 no cash equivalents as of September 30, 2022 and December 31, 2021. The Company held $533,981 and $25,722 in cash as of September 30, 2022 and December 31, 2021, respectively. Offering Costs Deferred offering costs consisted of legal expenses incurred through the balance sheet date that are directly related to the IPO. Deferred offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to the total proceeds received. Upon completion of the IPO, offering costs associated with warrant liability were expensed and presented as non-operating expenses in the unaudited condensed statements of operations, and offering costs associated with the common stock were charged to the temporary equity. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,801,638 as a result of the IPO (consisting of $3,849,386 of underwriting commissions, $6,736,426 of deferred underwriting commissions, $805,493 of incentives to two investors (see Note 4), and $891,506 of other offering costs, partially offset by the reimbursement of $481,173 of offering expenses by the underwriters). The Company immediately expensed $788,506 of offering costs in connection with the warrant liability. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies such Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with Public Warrants and as such, the initial carrying value of Public Shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company does not adjust the redemption value for dissolution expenses until it is probable that the Company will liquidate. As of September 30, 2022, the amount of Public Shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 192,469,310 Less: Proceeds allocated to liability classified warrants and over-allotment (5,514,364 ) Less: Class A common stock issuance costs (10,634,603 ) Add: Remeasurement of carrying value to redemption value 20,960,700 Class A common stock subject to possible redemption , 12/31/21 $ 197,281,043 Add: Remeasurement of carrying value to redemption value 795,025 Class A common stock subject to possible redemption, 09/30/22 $ 198,076,068 Net Income (Loss) Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,284,584 shares of Class A common stock in the aggregate. As of September T he following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Class A Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic and diluted net income per common stock: Numerator: Allocation of net income, as adjusted $ 1,117,495 $ 6,543,902 $ — $ — Denominator: Basic and diluted weighted-average shares outstanding 19,246,931 17,497,302 — — Basic and diluted net income per common stock $ 0.06 $ 0.37 $ — $ — Class B Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic net income (loss) per common stock: Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,779,819 $ (104 ) $ (1,034 ) Denominator: Basic weighted-average shares outstanding 4,811,732 4,758,940 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ ( 0.00 ) $ (0.00 ) Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,795,305 $ (104 ) $ (1,034 ) Denominator: Diluted weighted-average shares outstanding 4,811,732 4,811,732 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ (0.00 ) $ (0.00 ) Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 11.17% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 2.49% and 0% for the nine months ended September 30, 2022 and for the period from February 10, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, primarily due to changes in fair value in warrant liability, transaction costs allocated to warrants and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. Recent Accounting Pronouncements In August 2020, the 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On January 25, 2022, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-half On February 7, 2022, the Company issued an additional 1,746,931 Units in connection with the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $17,469,310. Following the closing of the IPO on January 25, 2022 and the partial exercise of the over-allotment option on February 7, 2022, an amount of $197,281,043 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4—Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 9,875,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($9,875,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable to purchase one whole share of common stock at a price of $11.50 per share. Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 786,119 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor in a private placement, generating gross proceeds of $786,119. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO. On December 9, 2021, two investors affiliated with an employee of an affiliate of an underwriter of the Company’s IPO committed to purchase a total of 85,800 units in the Sponsor (the “Sponsor Units”) at a price of $5.00 per Sponsor Unit, for total proceeds to the Sponsor of $429,000. Each Sponsor Unit relates to a membership interest in the Sponsor consisting of 1.75 shares of Class B common stock, par value $0.0001 per share, of the Company and 4.9375 Private Placement Warrants of the Company. Upon the IPO, the excess of the fair value of the membership interests transferred over the purchase price of $891,506 was accounted for as offering costs in connection with the private placement and immediately expensed.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On March 4, 2021, the Sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 27, 2021, the Sponsor surrendered 1,437,500 founder shares for no consideration, resulting in 5,750,000 shares outstanding of which 750,000 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On January 14, 2022, the Sponsor surrendered 718,750 founder shares for no consideration, resulting in 5,031,250 shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. Prior to the initial investment in the Company of $25,000 by its Sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was based on the expectation that the founder shares would represent 20% of the outstanding shares after the IPO. Up to 656,250 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to partially exercise their over-allotment option on February 3, 2022, 436,732 shares of Class B common stock are no longer subject to forfeiture and 219,518 were forfeited. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note—Related Party The Company’s Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2022 or the closing of the IPO. The loan was repaid in full upon the closing of the IPO. The Company overpaid $16,055, which was returned by the Sponsor. As of September 30, 2022 and December 31, 2021, $0 and $86,414 were outstanding under the promissory note, respectively. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Subsequent to the closing of the IPO, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services. The Company initially agreed to pay these monthly fees until the earlier of the completion of the initial Business Combination or the Company’s liquidation. For the three and nine months ended September 30, 2022, the Company incur red $0 and $107,742, respectively, in fees for these services. For the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, the Company

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the closing of the IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. The underwriters partially exercised their over-allotment option on February 3, 2022 to purchase an additional 1,746,931 Units at a price of $10.00 per Unit. The underwriters received a cash underwriting discount of $3,500,000 upon the IPO and $349,386 upon the partial exercise of the over-allotment option. Additionally, the underwriters are entitled to a deferred underwriting discount of $6,736,426, upon the completion of the Company's initial Business Combination. Contingent Fee Arrangement On July 7, 2022, the Company entered into an agreement with a vendor to provide financial advisory services in connection with a potential Business Combination. The agreement calls for the Company to pay a fee upon the closing of a Business Combination with a company that was identified by the vendor. The agreement further specifies that the fee will be 1% of the transaction consideration in the event of a successful Business Combination with a minimum fee of $2.5 million. The fees are payable upon the consummation of a successful Business Combination.

Warrant Liability

Warrant Liability	9 Months Ended
	Sep. 30, 2022
Warrant Liability [Abstract]
Warrant Liability	Note 7—Warrant Liability As of September 30, 2022, there were 9,623,465 Public Warrants outstanding. No warrants were outstanding as of December 31, 2021. Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of the 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 of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20-trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “market value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. The warrants will become exercisable on the later of 12 months from the closing of the Company’s IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations described below with respect to registration, or such warrant may be exercised on a cashless basis in accordance with the terms of the warrant agreement. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and may expire worthless. In no event will the Company be required to net cash settle any warrants. In the event that a warrant is not exercisable, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the redemption or expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange and, as such, does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of warrants surrendered by such holder, subject to adjustment. The “fair market value” as used in this paragraph shall mean the average of the volume-weighted average 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 exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A common stock (as defined above); • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above); and • if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) and the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company accounted for the 20,284,584 warrants issued in connection with the IPO and underwriters’ partial exercise of their over-allotment option (the 9,623,465 Public Warrants and the 10,661,119 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations.

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' (Deficit) Equity [Abstract]
Stockholders' (Deficit) Equity	Note 8—Stockholders’ (Deficit) Equity Preferred Stock The Company is authorized to issue 2,500,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. At September 30, 2022, there were 19,246,931 shares of Class A common stock issued and outstanding subject to possible redemption and presented as temporary equity. At December 31, 2021, there were no shares of Class A common stock issued and outstanding. Class B Common Stock The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. On March 4, 2021, the Sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 27, 2021, the Sponsor surrendered 1,437,500 founder shares for no consideration, resulting in 5,750,000 shares outstanding of which 750,000 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On January 14, 2022, the Sponsor surrendered 718,750 founder shares for no consideration, resulting in 5,031,250 shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. Prior to the initial investment in the Company of $25,000 by its Sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was based on the expectation that the founder shares would represent 20% of the outstanding shares after the IPO. As a result of the underwriters’ election to partially exercise their over-allotment option on February 3, 2022, 436,732 shares of Class B common stock are no longer subject to forfeiture and 219,518 were forfeited. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations 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 (as described herein), are issued or deemed issued in excess of the amount issued in the IPO 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 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 aggregate number of all shares of common stock outstanding upon the completion of the IPO, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), 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, an affiliate of the Sponsor or any of the Company’s officers or directors.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets : Marketable securities held in Trust Account $ 198,456,935 $ 198,456,935 $ — $ — Liabilities : Warrant liability – Private Placement Warrants $ 1,172,723 $ — $ 1,172,723 $ — Warrant liability – Public Warrants 1,058,581 1,058,581 — — $ 2,231,304 $ 1,058,581 $ 1,172,723 $ — The Private Placement Warrants and Public Warrants were accounted for as liability in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the unaudited condensed statements of operations. The key inputs into the Monte Carlo simulation models were as follows at September 30, 2022 and January 25, 2022 (initial measurement date): Initial Measurement September 30, January 25, Input: 2022 2022 Risk-free interest rate — 1.65 % Term (in tears) — 6.01 Expected volatility — 9.50 % Exercise price $ — $ 11.50 Stock price $ — $ 9.72 The Company’s Public Warrants began separately trading on March 14, 2022. After this date, the Public Warrant values per share were based on the observed trading prices of the Public Warrants as of each balance sheet date. The fair value of the Public Warrant liability is classified as Level 1 as of September 30, 2022. Initially and through June 30, 2022, the Private Placement Warrants were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement due to the use of unobservable inputs. The subsequent measurement of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement during the three and nine months ended September 30, 2022 was $1,172,723.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Termination of Administrative Services Agreement On August 1, 2022, Heartland Media, LLC, an affiliate of the Sponsor, agreed to waive all future administrative fees and reimburse all previously paid administrative fees under the administrative services agreement, dated January 20, 2022, by and between the Company and Heartland Media, LLC, and on November 10, 2022, the Company and Heartland Media, LLC entered into a termination agreement for the administrative services agreement (the “Termination Agreement”) to effect such agreement and terminate the administrative services agreement effective on the date of the signing of the Termination Agreement

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”) The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022, and the Company’s prospectus for its IPO as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 1, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in the unaudited condensed
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying unaudited condensed
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. The Company held $533,981 and $25,722 in cash as of September 30, 2022 and December 31, 2021, respectively.
Offering Costs	Offering Costs Deferred offering costs consisted of legal expenses incurred through the balance sheet date that are directly related to the IPO. Deferred offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to the total proceeds received. Upon completion of the IPO, offering costs associated with warrant liability were expensed and presented as non-operating expenses in the unaudited condensed statements of operations, and offering costs associated with the common stock were charged to the temporary equity. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,801,638 as a result of the IPO (consisting of $3,849,386 of underwriting commissions, $6,736,426 of deferred underwriting commissions, $805,493 of incentives to two investors (see Note 4), and $891,506 of other offering costs, partially offset by the reimbursement of $481,173 of offering expenses by the underwriters). The Company immediately expensed $788,506 of offering costs in connection with the warrant liability.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies such Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with Public Warrants and as such, the initial carrying value of Public Shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company does not adjust the redemption value for dissolution expenses until it is probable that the Company will liquidate. As of September 30, 2022, the amount of Public Shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 192,469,310 Less: Proceeds allocated to liability classified warrants and over-allotment (5,514,364 ) Less: Class A common stock issuance costs (10,634,603 ) Add: Remeasurement of carrying value to redemption value 20,960,700 Class A common stock subject to possible redemption , 12/31/21 $ 197,281,043 Add: Remeasurement of carrying value to redemption value 795,025 Class A common stock subject to possible redemption, 09/30/22 $ 198,076,068
Net Income (Loss) Per Common stock	Net Income (Loss) Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,284,584 shares of Class A common stock in the aggregate. As of September T he following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Class A Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic and diluted net income per common stock: Numerator: Allocation of net income, as adjusted $ 1,117,495 $ 6,543,902 $ — $ — Denominator: Basic and diluted weighted-average shares outstanding 19,246,931 17,497,302 — — Basic and diluted net income per common stock $ 0.06 $ 0.37 $ — $ — Class B Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic net income (loss) per common stock: Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,779,819 $ (104 ) $ (1,034 ) Denominator: Basic weighted-average shares outstanding 4,811,732 4,758,940 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ ( 0.00 ) $ (0.00 ) Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,795,305 $ (104 ) $ (1,034 ) Denominator: Diluted weighted-average shares outstanding 4,811,732 4,811,732 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ (0.00 ) $ (0.00 )
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 11.17% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 2.49% and 0% for the nine months ended September 30, 2022 and for the period from February 10, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, primarily due to changes in fair value in warrant liability, transaction costs allocated to warrants and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Significant Accounting Policies [Abstract]
Class A Common Stock Subject to Possible Redemption	As of September 30, 2022, the amount of Public Shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 192,469,310 Less: Proceeds allocated to liability classified warrants and over-allotment (5,514,364 ) Less: Class A common stock issuance costs (10,634,603 ) Add: Remeasurement of carrying value to redemption value 20,960,700 Class A common stock subject to possible redemption , 12/31/21 $ 197,281,043 Add: Remeasurement of carrying value to redemption value 795,025 Class A common stock subject to possible redemption, 09/30/22 $ 198,076,068
Basic and Diluted Net Loss per Common Share	T he following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Class A Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic and diluted net income per common stock: Numerator: Allocation of net income, as adjusted $ 1,117,495 $ 6,543,902 $ — $ — Denominator: Basic and diluted weighted-average shares outstanding 19,246,931 17,497,302 — — Basic and diluted net income per common stock $ 0.06 $ 0.37 $ — $ — Class B Common Stock Three Months Ended Nine Months Ended Three Months Ended For The Period From February 10, 2021 (inception) Through September September Basic net income (loss) per common stock: Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,779,819 $ (104 ) $ (1,034 ) Denominator: Basic weighted-average shares outstanding 4,811,732 4,758,940 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ ( 0.00 ) $ (0.00 ) Numerator: Allocation of net income (loss), as adjusted $ 279,374 $ 1,795,305 $ (104 ) $ (1,034 ) Denominator: Diluted weighted-average shares outstanding 4,811,732 4,811,732 4,375,000 4,375,000 Diluted net income (loss) per common stock $ 0.06 $ 0.37 $ (0.00 ) $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements [Abstract]
Liabilities Measured at Fair Value	The following table presents information about the Company’s liabilities that are measured at fair value on September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets : Marketable securities held in Trust Account $ 198,456,935 $ 198,456,935 $ — $ — Liabilities : Warrant liability – Private Placement Warrants $ 1,172,723 $ — $ 1,172,723 $ — Warrant liability – Public Warrants 1,058,581 1,058,581 — — $ 2,231,304 $ 1,058,581 $ 1,172,723 $ —
Level 3 Fair Value Measurement Inputs	The key inputs into the Monte Carlo simulation models were as follows at September 30, 2022 and January 25, 2022 (initial measurement date): Initial Measurement September 30, January 25, Input: 2022 2022 Risk-free interest rate — 1.65 % Term (in tears) — 6.01 Expected volatility — 9.50 % Exercise price $ — $ 11.50 Stock price $ — $ 9.72

Organization and Business Ope_2

Organization and Business Operations, Summary (Details)				3 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Feb. 07, 2022 USD ($) $ / shares shares	Feb. 03, 2022 $ / shares shares	Jan. 25, 2022 USD ($) $ / shares shares	Mar. 31, 2022 shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Business $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Feb. 17, 2021 USD ($)
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares				17,500,000
Gross proceeds from initial public offering			$ 175,000,000		$ 0	$ 171,500,000
Warrants issued (in shares) | shares				9,875,000
Gross proceeds from private placement					0	9,875,000
Deferred underwriting commissions						6,736,426
Reimbursement of offering expenses by underwriters						481,173
Cash deposited in Trust Account	$ 1,750,000				$ 0	$ 197,281,043
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares						$ 0.1
Period of prior to completion of the Business Combination						2 days
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period						100%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period						10 days
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in initial Business Combination | Business						1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination						80%
Post-transaction ownership percentage of the target business						50%
Period to complete Business Combination from closing of Initial Public Offering						18 months
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Period to complete Business Combination from closing of Initial Public Offering						21 months
Interest from Trust Account that can be held to pay dissolution expenses								$ 100,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares			$ 1
Warrants issued (in shares) | shares			9,875,000			10,661,119
Gross proceeds from private placement			$ 9,875,000
Public Warrants [Member]
Description of Organization and Business Operations [Abstract]
Warrants issued (in shares) | shares						9,623,465
Number of securities included in each Unit (in shares) | shares			0.50
Exercise price of warrant (in dollars per share) | $ / shares			$ 11.5
Class A Common Stock [Member]
Description of Organization and Business Operations [Abstract]
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001
Number of securities included in each Unit (in shares) | shares			1
Number of shares issued upon exercise of warrant (in shares) | shares			1
Class A Common Stock [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Number of securities included in each Unit (in shares) | shares			1
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares			17,500,000
Share price (in dollars per share) | $ / shares			$ 10
Gross proceeds from initial public offering							$ 192,469,310
Warrants issued (in shares) | shares						20,284,584
Transaction costs			$ 11,801,638
Underwriting commission			3,849,386
Deferred underwriting commissions			6,736,426
Other offering costs			891,506
Reimbursement of offering expenses by underwriters			$ 481,173
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001
Initial Public Offering [Member] | Investors [Member]
Description of Organization and Business Operations [Abstract]
Offering costs			$ 805,493
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	1,746,931	1,746,931		1,746,931
Share price (in dollars per share) | $ / shares		$ 10	$ 10.25
Gross proceeds from initial public offering	$ 17,469,310		$ 197,281,043
Warrants issued (in shares) | shares				786,119
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	1,746,931
Share price (in dollars per share) | $ / shares	$ 10.25		$ 1
Gross proceeds from initial public offering	$ 197,281,043
Warrants issued (in shares) | shares			786,119
Gross proceeds from private placement	$ 17,469,310		$ 786,119

Organization and Business Ope_3

Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Liquidity, Capital Resources and Going Concern [Abstract]
Cash at bank	$ 533,981	$ 25,722
Working capital surplus	756,608
Franchise taxes payable	162,872
Income tax payable	212,495	$ 0
Other allowed withdrawals	5,500
Cash held in Trust Account	$ 1,175,892

Significant Accounting Polici_4

Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0
Cash	$ 533,981	$ 25,722

Significant Accounting Polici_5

Significant Accounting Policies, Offering Costs Associated with the Initial Public Offering (Details) - USD ($)		3 Months Ended	9 Months Ended
	Jan. 25, 2022	Mar. 31, 2022	Sep. 30, 2022
Offering Costs Associated with the Initial Public Offering [Abstract]
Deferred underwriting commissions			$ 6,736,426
Reimbursement of offering expenses by underwriters			$ 481,173
Warrant issuance costs		$ 788,506
Incentives to bankers investors		$ 805,493
Initial Public Offering [Member]
Offering Costs Associated with the Initial Public Offering [Abstract]
Transaction costs	$ 11,801,638
Underwriting commission	3,849,386
Deferred underwriting commissions	6,736,426
Other offering costs	891,506
Reimbursement of offering expenses by underwriters	481,173
Warrant issuance costs	788,506
Initial Public Offering [Member] | Investors [Member]
Offering Costs Associated with the Initial Public Offering [Abstract]
Offering costs	$ 805,493

Significant Accounting Polici_6

Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)		8 Months Ended	9 Months Ended	11 Months Ended
	Jan. 25, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds	$ 175,000,000	$ 0	$ 171,500,000
Less: Class A common stock issuance costs		$ 0	(168,675)
Class A common stock subject to possible redemption			198,076,068	$ 0
Initial Public Offering [Member]
Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds				192,469,310
Add: Remeasurement of carrying value to redemption value			795,025	20,960,700
Initial Public Offering [Member] | Public Warrants [Member]
Common Stock Subject to Possible Redemption [Abstract]
Less: Proceeds allocated to liability classified warrants and over-allotment				(5,514,364)
Initial Public Offering [Member] | Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Less: Class A common stock issuance costs				(10,634,603)
Class A common stock subject to possible redemption			$ 198,076,068	$ 197,281,043

Significant Accounting Polici_7

Significant Accounting Policies, Net Income (Loss) Per Common Stock (Details) - USD ($)		3 Months Ended		8 Months Ended	9 Months Ended	12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Significant Accounting Policies [Abstract]
Anti dilutive securities that are excluded from earnings (in shares)					0	0
Basic and diluted net income (loss) per common stock [Abstract]
Warrants outstanding (in shares)		9,623,465			9,623,465	0
Class A Common Stock [Member]
Basic and diluted net income (loss) per common stock [Abstract]
Warrants outstanding (in shares)		20,284,584			20,284,584
Numerator [Abstract]
Allocation of net income (loss), as adjusted, basic		$ 1,117,495	$ 0	$ 0	$ 6,543,902
Allocation of net income (loss), as adjusted, diluted		$ 1,117,495	$ 0	$ 0	$ 6,543,902
Denominator [Abstract]
Basic weighted-average shares outstanding (in shares)		19,246,931	0	0	17,497,302
Diluted weighted-average shares outstanding (in shares)		19,246,931	0	0	17,497,302
Basic net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Diluted net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Class B Common Stock [Member]
Numerator [Abstract]
Allocation of net income (loss), as adjusted, basic		$ 279,374	$ (104)	$ (1,034)	$ 1,779,819
Allocation of net income (loss), as adjusted, diluted		$ 279,374	$ (104)	$ (1,034)	$ 1,795,305
Denominator [Abstract]
Basic weighted-average shares outstanding (in shares)	[1]	4,811,732	4,375,000	4,375,000	4,758,940
Diluted weighted-average shares outstanding (in shares)	[1]	4,811,732	4,375,000	4,375,000	4,811,732
Basic net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
Diluted net income (loss) per common stock (in dollars per share)		$ 0.06	$ 0	$ 0	$ 0.37
[1]Excluding 219,518 shares of Class B common stock forfeited due to the underwriters’ partial exercise of their over-allotment option.

Significant Accounting Polici_8

Significant Accounting Policies, Income Taxes (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Effective tax rate	11.17%	0%	0%	2.49%
Statutory federal income tax rate	21%	21%	21%	21%
Unrecognized tax benefits	$ 0			$ 0	$ 0
Accrued interest and penalties	$ 0			$ 0	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)				3 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Feb. 07, 2022	Feb. 03, 2022	Jan. 25, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Units issued (in shares)				17,500,000
Gross proceeds from initial public offering			$ 175,000,000		$ 0	$ 171,500,000
Maturity of money market funds meeting						180 days
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities included in Unit (in shares)			0.50
Exercise price of warrant (in dollars per share)			$ 11.5
Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities included in Unit (in shares)			1
Number of shares issued upon exercise of warrant (in shares)			1
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)			17,500,000
Share price (in dollars per share)			$ 10
Gross proceeds from initial public offering							$ 192,469,310
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	1,746,931	1,746,931		1,746,931
Share price (in dollars per share)		$ 10	$ 10.25
Gross proceeds from initial public offering	$ 17,469,310		$ 197,281,043

Private Placement (Details)

Private Placement (Details)					3 Months Ended	8 Months Ended	9 Months Ended
	Feb. 07, 2022 USD ($) shares	Feb. 03, 2022 $ / shares shares	Jan. 25, 2022 USD ($) $ / shares shares	Dec. 09, 2021 USD ($) Investor $ / shares shares	Mar. 31, 2022 shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Mar. 04, 2021 $ / shares
Private Placement [Abstract]
Warrants issued (in shares)					9,875,000
Proceeds from private placement of warrants | $						$ 0	$ 9,875,000
Units issued (in shares)					17,500,000
Gross proceeds from initial public offering | $			$ 175,000,000			$ 0	$ 171,500,000
Class A Ordinary Share [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)			1
Number of securities included in Unit (in shares)			1
Private Placement Warrants [Member]
Private Placement [Abstract]
Notice period to redeem warrants							30 days
Sponsor [Member]
Private Placement [Abstract]
Share price (in dollars per share) | $ / shares				$ 5				$ 0.003
Units issued (in shares)				85,800
Number of investors | Investor				2
Proceeds from issuance of Units | $				$ 429,000
Excess of fair value of warrants over purchase price | $				$ 891,506
Sponsor [Member] | Class B Ordinary Shares [Member]
Private Placement [Abstract]
Share price (in dollars per share) | $ / shares								$ 0.003
Number of securities included in Unit (in shares)				1.75
Number of securities included in Unit (in dollars per share) | $ / shares				$ 0.0001
Sponsor [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Number of securities included in Unit (in shares)				4.9375
Over-Allotment Option [Member]
Private Placement [Abstract]
Warrants issued (in shares)					786,119
Share price (in dollars per share) | $ / shares		$ 10	$ 10.25
Units issued (in shares)	1,746,931	1,746,931			1,746,931
Gross proceeds from initial public offering | $	$ 17,469,310		$ 197,281,043
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Share price (in dollars per share) | $ / shares			$ 1
Units issued (in shares)			786,119
Gross proceeds from initial public offering | $			$ 786,119
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)			9,875,000
Share price (in dollars per share) | $ / shares			$ 1
Proceeds from private placement of warrants | $			$ 9,875,000
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Share [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)			1
Exercise price of warrant (in dollars per share) | $ / shares			$ 11.5

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)					3 Months Ended	8 Months Ended	9 Months Ended
	Feb. 03, 2022	Jan. 14, 2022	Oct. 27, 2021	Mar. 04, 2021	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 09, 2021
Founder Shares [Abstract]
Proceeds from issuance of common stock						$ 25,000	$ 0
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering							20%
Number of shares forfeited (in shares)					219,518
Threshold trading days							20 days
Class A Ordinary Share [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)							0	0
Common stock, shares outstanding (in shares)							0	0
Threshold trading days							20 days
Threshold consecutive trading days							30 days
Class A Ordinary Share [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)							$ 12
Period after initial Business Combination							150 days
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)							4,811,732	5,031,250
Common stock, shares outstanding (in shares)	436,732						4,811,732	5,031,250
Shares subject to forfeiture (in shares)	219,518
Common stock no longer subject to forfeiture (in shares)	436,732
Number of shares forfeited (in shares)	219,518
Sponsor [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)				7,187,500
Proceeds from issuance of common stock				$ 25,000
Common stock shares price per share (in dollars per share)				$ 0.003					$ 5
Shares surrendered (in shares)		718,750	1,437,500
Consideration for shares surrendered		$ 0	$ 0
Common stock, shares outstanding (in shares)		5,031,250	5,750,000
Shares subject to forfeiture (in shares)		656,250	750,000
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering							20%
Holding period for transfer, assignment or sale of Founder Shares							1 year
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock				$ 25,000
Common stock shares price per share (in dollars per share)				$ 0.003
Shares surrendered (in shares)		718,750	1,437,500
Consideration for shares surrendered		$ 0	$ 0
Common stock, shares outstanding (in shares)		5,031,250	5,750,000
Shares subject to forfeiture (in shares)		656,250	750,000

Related Party Transactions, Pro

Related Party Transactions, Promissory Note (Details) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Jan. 25, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Excess amount returned by sponsor	$ 1,000	$ 0
Promissory note - related party		0		$ 86,414
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Related party transaction			$ 300,000
Excess amount returned by sponsor		16,055
Promissory note - related party		$ 0		$ 86,414

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Related Party Loans [Abstract]
Conversion price (in dollars per share)	$ 1
Borrowings outstanding	$ 0	$ 0
Maximum [Member]
Related Party Loans [Abstract]
Related party transaction amount	$ 1,500,000

Related Party Transactions, Adm

Related Party Transactions, Administrative Support Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($)		3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 25, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Related Party Transactions [Abstract]
Related party expense		$ 0	$ 0	$ 0	$ 107,742
Maximum [Member]
Related Party Transactions [Abstract]
Monthly related party fee	$ 20,000

Commitments and Contingencies,

Commitments and Contingencies, Registration Rights (Details)	Sep. 30, 2022 Demand
Maximum [Member]
Registration and Stockholder Rights [Abstract]
Number of demands eligible security holder can make	3

Commitments and Contingencies_2

Commitments and Contingencies, Underwriting Agreement (Details) - USD ($)				3 Months Ended	9 Months Ended
	Feb. 07, 2022	Feb. 03, 2022	Jan. 25, 2022	Mar. 31, 2022	Sep. 30, 2022
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments					45 days
Additional Units that can be purchased to cover over-allotments (in shares)			2,625,000
Units issued (in shares)				17,500,000
Deferred underwriting commissions					$ 6,736,426
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units issued (in shares)	1,746,931	1,746,931		1,746,931
Share price (in dollars per share)		$ 10	$ 10.25
Cash underwriter discount		$ 349,386
IPO [Member]
Underwriting Agreement [Abstract]
Units issued (in shares)			17,500,000
Share price (in dollars per share)			$ 10
Cash underwriter discount			$ 3,500,000
Deferred underwriting commissions			$ 6,736,426

Commitments and Contingencies_3

Commitments and Contingencies, Contingent Fee Arrangement (Details) $ in Millions	Sep. 30, 2022 USD ($)
Contingent Fee Arrangement [Abstract]
Transaction fee percentage	1%
Minimum [Member]
Contingent Fee Arrangement [Abstract]
Business combination transaction fees payable	$ 2.5

Warrant Liability (Details)

Warrant Liability (Details) - $ / shares		3 Months Ended	9 Months Ended
	Jan. 25, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Warrants [Abstract]
Warrants outstanding (in shares)			9,623,465	0
Period to exercise warrants after closing of Initial Public Offering			12 months
Period to exercise warrants after Business Combination			30 days
Expiration period of warrants			5 years
Period to file registration statement after initial Business Combination			20 days
Period for registration statement to become effective			60 days
Product value issued upon exercise of warrant (in dollars per share)			$ 0.361
Number of trading days			10 days
Threshold trading days			20 days
Warrants issued (in shares)		9,875,000
Class A Common Stock [Member]
Warrants [Abstract]
Warrants outstanding (in shares)			20,284,584
Number of shares issued upon exercise of warrant (in shares)	1
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 12
Share price (in dollars per share)			$ 12
Public Warrants [Member]
Warrants [Abstract]
Exercise price of warrant (in dollars per share)	$ 11.5
Warrants issued (in shares)			9,623,465
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants issued (in shares)	9,875,000		10,661,119
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Notice period to redeem warrants			30 days
Threshold consecutive trading days			30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)			$ 0.01
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)			18
Share price (in dollars per share)			$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Notice period to redeem warrants			30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)			$ 0.1
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)			10
Share price (in dollars per share)			$ 10
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Percentage of aggregate gross proceeds from such issuances newly issued price			60%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption			20 days
Percentage multiplier			115%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 9.2
Share price (in dollars per share)			$ 9.2
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Percentage multiplier			180%
IPO [Member]
Warrants [Abstract]
Warrants issued (in shares)			20,284,584
Common Stock [Member]
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)			1
Exercise price of warrant (in dollars per share)			$ 11.5

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity (Details)				8 Months Ended	9 Months Ended
	Jan. 14, 2022 USD ($) shares	Oct. 27, 2021 USD ($) shares	Mar. 04, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Feb. 03, 2022 shares	Dec. 31, 2021 $ / shares shares	Dec. 09, 2021 $ / shares
Stockholders' Equity [Abstract]
Preference shares , shares authorized (in shares)					2,500,000		2,500,000
Preference shares, par value (in dollars per share) | $ / shares					$ 0.0001		$ 0.0001
Preference shares, shares issued (in shares)					0		0
Preference shares, shares outstanding (in shares)					0		0
Proceeds from issuance of common stock | $				$ 25,000	$ 0
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering					20%
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination					1
As-converted percentage for Class A common stock after conversion of Class B shares					20%
Sponsor [Member]
Stockholders' Equity [Abstract]
Common stock, shares issued (in shares)			7,187,500
Common stock, shares outstanding (in shares)	5,031,250	5,750,000
Proceeds from issuance of common stock | $			$ 25,000
Common stock shares price per share (in dollars per share) | $ / shares			$ 0.003					$ 5
Shares surrendered (in shares)	718,750	1,437,500
Consideration for shares surrendered | $	$ 0	$ 0
Shares subject to forfeiture (in shares)	656,250	750,000
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering					20%
Class A Ordinary Share [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)					250,000,000		250,000,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001		$ 0.0001
Common stock, shares subject to possible redemption (in shares)					19,246,931		0
Common stock, shares issued (in shares)					0		0
Common stock, shares outstanding (in shares)					0		0
Class B Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)					25,000,000		25,000,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001		$ 0.0001
Common stock, shares issued (in shares)					4,811,732		5,031,250
Common stock, shares outstanding (in shares)					4,811,732	436,732	5,031,250
Shares subject to forfeiture (in shares)						219,518
Class B Ordinary Shares [Member] | Sponsor [Member]
Stockholders' Equity [Abstract]
Common stock, shares outstanding (in shares)	5,031,250	5,750,000
Class B common stock issued to Sponsor (in shares)			7,187,500
Proceeds from issuance of common stock | $			$ 25,000
Common stock shares price per share (in dollars per share) | $ / shares			$ 0.003
Shares surrendered (in shares)	718,750	1,437,500
Consideration for shares surrendered | $	$ 0	$ 0
Shares subject to forfeiture (in shares)	656,250	750,000

Fair Value Measurements, Liabil

Fair Value Measurements, Liabilities Measured at Fair Value (Details)	Sep. 30, 2022 USD ($)
Assets [Abstract]
Marketable securities held in Trust Account	$ 198,456,935
Liabilities [Abstract]
Warrant liability	2,231,304
Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	1,172,723
Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	1,058,581
Quoted Prices In Active Markets (Level 1) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	198,456,935
Liabilities [Abstract]
Warrant liability	1,058,581
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	1,058,581
Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	0
Liabilities [Abstract]
Warrant liability	1,172,723
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	1,172,723
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	0
Liabilities [Abstract]
Warrant liability	0
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 0

Fair Value Measurements, Level

Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares	Jan. 25, 2022 $ / shares
Fair Value Measurements [Abstract]
Term	5 years	5 years
Private Placement Warrants [Member]
Fair Value Measurement, Liabilities, Transfers [Abstract]
Fair value of liabilities transfer from level 3 to level 2 | $	$ 1,172,723	$ 1,172,723
Warrants [Member]
Fair Value Measurements [Abstract]
Term			6 years 3 days
Warrants [Member] | Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	9.72
Warrants [Member] | Strike Price [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	11.5
Warrants [Member] | Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	0.095
Warrants [Member] | Risk-Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	0.0165