Arbor Rapha Capital Bioholdings Corp I (ARCK) 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
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-40967
Entity Registrant Name	Arbor Rapha Capital Bioholdings Corp. I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2427174
Entity Address, Address Line One	333 Earle Ovington Blvd Suite 900
Entity Address, City or Town	Uniondale
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	11553
City Area Code	516
Local Phone Number	506-4200
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
Entity Central Index Key	0001855886
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	ARCKU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ARCK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,250,000
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ARCKW
Security Exchange Name	NASDAQ
Class B Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		4,312,500

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 883,612	$ 1,344,116
Prepaid expenses	392,500	406,500
Total Current Assets	1,276,112	1,750,616
Prepaid expenses	34,411	324,753
Investments held in Trust Account	177,870,060	176,815,422
Total Assets	179,180,583	178,890,791
Current Liabilities:
Accrued expenses	772,074	297,705
Total Current Liabilities	772,074	297,705
Deferred underwriters fee payable	6,037,500	6,037,500
Sponsor loan payable	4,312,500	4,312,500
Total Liabilities	11,122,074	10,647,705
Commitments and contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(9,340,194)	(8,569,845)
Total Stockholders' Deficit	(9,339,763)	(8,569,414)
Total Liabilities and Stockholders' Deficit	179,180,583	178,890,791
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit:
Common stock	0	0
Class A Common Stock Subject to Redemption
Current Liabilities:
Class A common stock subject to possible redemption, 17,250,000 shares at redemption value of $10.28 and $10.25 per share	177,398,272	176,812,500
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 431	$ 431

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	80,000,000	80,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity, redemption price (in dollars per share)	$ 10.28	$ 10.25
Temporary equity, shares outstanding	17,250,000	17,250,000
Class B Common Stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	4,312,500	4,312,500
Common shares, shares outstanding	4,312,500	4,312,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended		7 Months Ended	9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative costs		$ 292,237	$ 0	$ 234	$ 1,083,504
Operating loss		(292,237)		(234)	(1,083,504)
Other income
Interest income on investments held in Trust Account		798,072			1,054,638
Total other income		798,072			1,054,638
Income (loss) before income taxes		505,835			(28,866)
Income taxes		(155,711)			(155,711)
Net income (loss)		350,124		$ (234)	(184,577)
Class A common stock
Other income
Net income (loss)		$ 280,099			$ (147,662)
Weighted average shares outstanding, basic		17,250,000			17,250,000
Weighted average shares outstanding, diluted		17,250,000			17,250,000
Basic net income (loss) per share		$ 0.02	$ 0	$ 0	$ (0.01)
Diluted net income (loss) per share		$ 0.02	$ 0	$ 0	$ (0.01)
Class B Common Stock
Other income
Net income (loss)		$ 70,025		$ (234)	$ (36,915)
Weighted average shares outstanding, basic	[1]	4,312,500	4,312,500	4,312,500	4,312,500
Weighted average shares outstanding, diluted	[1]	4,312,500	4,312,500	4,312,500	4,312,500
Basic net income (loss) per share		$ 0.02	$ 0	$ 0	$ (0.01)
Diluted net income (loss) per share		$ 0.02	$ 0	$ 0	$ (0.01)
[1] September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6) .

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical)	7 Months Ended
	Sep. 30, 2021 shares
Class B Common Stock | Over-allotment option
Common stock subject to forfeiture	562,500

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)		Class B Common Stock Common Stock	Class B Common Stock Additional Paid-in Capital	Class B Common Stock	Class A Common Stock Subject to Redemption Accumulated Deficit	Class A Common Stock Subject to Redemption	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 03, 2021		$ 0					$ 0	$ 0	$ 0
Balance at the beginning at Mar. 03, 2021		0
Increase (Decrease) in Stockholders' Equity (DEFICIT)
Issuance of Class B common stock to Sponsors	[1]	$ 431	$ 24,569	$ 25,000
Issuance of Class B common stock to Sponsors (in shares)	[1]	4,312,500
Net income (loss)				(234)				(234)	(234)
Balance at the end at Sep. 30, 2021		$ 431					$ 24,569	(234)	24,766
Balance at the end at Sep. 30, 2021		4,312,500
Balance at the beginning at Dec. 31, 2021		$ 431						(8,569,845)	(8,569,414)
Balance at the beginning at Dec. 31, 2021		4,312,500
Increase (Decrease) in Stockholders' Equity (DEFICIT)
Net income (loss)								(445,616)	(445,616)
Balance at the end at Mar. 31, 2022		$ 431						(9,015,461)	(9,015,030)
Balance at the end at Mar. 31, 2022		4,312,500
Balance at the beginning at Dec. 31, 2021		$ 431						(8,569,845)	(8,569,414)
Balance at the beginning at Dec. 31, 2021		4,312,500
Increase (Decrease) in Stockholders' Equity (DEFICIT)
Net income (loss)				(36,915)					(184,577)
Balance at the end at Sep. 30, 2022		$ 431						(9,340,194)	(9,339,763)
Balance at the end at Sep. 30, 2022		4,312,500
Balance at the beginning at Mar. 31, 2022		$ 431						(9,015,461)	(9,015,030)
Balance at the beginning at Mar. 31, 2022		4,312,500
Increase (Decrease) in Stockholders' Equity (DEFICIT)
Net income (loss)								(89,085)	(89,085)
Balance at the end at Jun. 30, 2022		$ 431						(9,104,546)	(9,104,115)
Balance at the end at Jun. 30, 2022		4,312,500
Increase (Decrease) in Stockholders' Equity (DEFICIT)
Remeasurement of Class A common stock subject to possible redemption to redemption value					$ (585,772)	$ (585,772)
Net income (loss)				$ 70,025				350,124	350,124
Balance at the end at Sep. 30, 2022		$ 431						$ (9,340,194)	$ (9,339,763)
Balance at the end at Sep. 30, 2022		4,312,500
[1] September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6) .

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	7 Months Ended
	Sep. 30, 2021 shares
Class B Common Stock | Over-allotment option
Common stock subject to forfeiture	562,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	7 Months Ended	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss		$ (234)	$ (184,577)
Adjustments to reconcile net loss to net cash used in operating activities
Trust Account interest income	$ (798,072)		(1,054,638)
Changes in operating assets and liabilities:
Prepaid expense			304,342
Accrued expenses		234	474,369
Net cash used in operating activities			(460,504)
Cash flows from financing activities:
Advance from Sponsor		1,000
Deferred offering costs paid		(25,750)
Proceeds from issuance of Class B common stock to Sponsor		25,000
Net cash provided by financing activities		250
Net change in cash		250	(460,504)
Cash at beginning of period		0	1,344,116	$ 0
Cash at end of period	$ 883,612	250	883,612	$ 1,344,116
Supplemental disclosure of non-cash financing activities:
Remeasurement of Class A common stock subject to possible redemption			$ 585,772
Deferred offering costs included in accrued offering costs		310,000
Deferred offering costs included in due to Sponsor		$ 66,340

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN	9 Months Ended
	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN	NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT’S PLAN Arbor Rapha Capital Bioholdings Corp. I (the “Company”) was incorporated in Delaware on March 4, 2021. The Company was formed purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 4, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO identifying a target company for a 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 from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the IPO of 17,250,000 units (“Units”) and, with respect to the common stock included in the Units being offered (the “Public Shares”), including 2,250,000 Units pursuant to the exercise in full of the underwriter’s overallotment option, generating gross proceeds of $172,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,133,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement transaction to Arbor Rapha Capital LLC (the “Sponsor”). Additionally, the Company executed a promissory note with the Sponsor (the “Sponsor Loan”) in the amount of $4,312,500. The Sponsor Loan, which is described in Note 5, shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a purchase price of $1.50 per warrant, at the Sponsor’s direction, at the completion of a Business Combination. The Sponsor Loan Warrants will be identical to the Private Placement Warrants. Following the closing of the IPO on November 2, 2021, an amount of $176,812,500 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the IPO, management agreed that an amount equal to at least $10.25 per Unit sold in the IPO, including proceeds of the Private Placement Warrants and Sponsor Loan (see Note 5), were to be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 15 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, 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 underwriter 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan As of September 30, 2022, we had cash of $883,612 and working capital of $504,038. Until the consummation of a Business Combination, the Company has used and will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with our assessment of going concern considerations in accordance with ASC 205-40, Going Concern, management believes that the funds which we have available following the completion of the IPO will enable it to sustain operations. However, the Company has until February 2, 2023, to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an initial business combination are not determinable as of the date of these condensed financial statements. Management 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022, and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $883,612 and $1,344,116 in cash at September 30, 2022 and December 31, 2021, respectively, and no cash equivalents at September 30, 2022 and December 31, 2021. Investments held in Trust Account The Company’s Investments held in Trust Account was $177,870,060 and $176,815,422 at September 30, 2022 and December 31, 2021, respectively. The Company’s portfolio of investments is comprised of investments in money market funds and mutual funds that invest in U.S. government securities and generally have a readily determinable fair value and are recognized at fair value. Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs totaling $9,985,222 (consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees payable, and $497,722 of other offering costs) were charged on the date of the IPO to stockholders’ deficit. Other offering costs of $497,722 consist of professional and other costs incurred in connection with the IPO. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $177,398,272 and $176,812,500 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to public warrants ​ (4,230,210) Offering costs related to Class A common stock subject to possible redemption ​ (9,732,305) Plus: ​ Re-Measurement of Class A common stock to redemption amount ​ ​ 12,075,080 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 176,812,500 Re-Measurement of Class A common stock to redemption amount ​ 585,772 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 177,398,272 ​ Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, 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 Department”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase effected by us that occurs after December 31, 2022, in connection with a Business Combination or otherwise, may be subject to this excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of any PIPE financing or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iii) the content of any regulations and other guidance issued by the Treasury Department and/or the Internal Revenue Service. In addition, because the excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our stock. The foregoing could cause a reduction in the cash available on hand to complete a business Combination in the required time and redeem 100% of our public shares in accordance with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. ​ Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was approximately 31% and 0% for the three months ended September 30, 2022 and 2021, respectively, and approximately (539)% and 0% for the nine months ended September 30, 2022 and the period from March 4, 2021 (Inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 0% for the three Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the three and nine months ended September 30, 2022 and the three months ended September 30, 2021 and for the period from March 4, 2021 (inception) through September 30, 2021. Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 4, 2021 ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ (Inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 280,099 ​ $ 70,025 ​ $ (147,662) ​ $ (36,915) ​ $ — ​ $ — ​ $ — ​ $ (234) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding (1) ​ ​ 17,250,000 ​ ​ 4,312,500 ​ ​ 17,250,000 ​ ​ 4,312,500 ​ — ​ 4,312,500 ​ ​ — ​ ​ 4,312,500 Basic and diluted net income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ (0.01) ​ $ (0.01) ​ $ 0.00 ​ $ 0.00 ​ $ 0.00 ​ $ (0.00) (1) September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6). 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to 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. 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 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 balance sheet 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. Recent Accounting Standards 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what 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
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 17,250,000 Units, inclusive of the full exercise of the over-allotment (see Note 5), at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	9 Months Ended
	Sep. 30, 2022
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Company consummated the Private Placement to the Sponsor of an aggregate of 4,133,333 Private Placement Warrants, inclusive of the full exercise of the over-allotment (see Note 5), at a price of $1.50 per Private Placement Warrant totaling $6,200,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2022
RELATED PARTIES
RELATED PARTIES	NOTE 5 — RELATED PARTIES Founder Shares On March 10, 2021, the Sponsor received 4,312,500 of the Company’s Class B common stock (the “Founder Shares”) for $25,000. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the IPO. As the underwriters’ over-allotment was exercised in full as part of the IPO, none of the Founder Shares are subject to forfeiture. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On March 10, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and matured on December 31, 2021. No amounts were borrowed on this Promissory Note, and therefore there was no balance outstanding at December 31, 2021. General and Administrative Services Commencing on the date the Units are first listed on Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, support and administrative services for up to 15 months. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, $30,000 and $90,000 was recorded as an expense and is included in accrued expenses, respectively. During the three months ended September 30, 2021 and the period from March 4, 2021 (Inception) through September 30, 2021, no such expenses were incurred. Convertible Sponsor Loan The Sponsor lent the Company $4,312,500 as of the closing date of the IPO. The Sponsor Loan will bear no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account and will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law). The Sponsor Loan shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.50 per warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants would be identical to the Private Placement Warrants sold. The Sponsor Loan was extended in order to ensure that the amount in the Trust Account is $10.25 per Public Share. If the Company does not complete a Business Combination, the Company will not repay the Sponsor Loan and its proceeds will be distributed to the Company’s public stockholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. As of September 30, 2022 and December 31, 2021, there was $4,312,500 outstanding under the Sponsor Loan. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
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 signed prior to the effective date of the IPO, which requires 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully exercised the overallotment option on November 2, 2021, in connection with the IPO. The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, payable upon the closing of the IPO. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDER'S EQUITY	NOTE 7 - STOCKHOLDERS’ EQUITY Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of 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 80,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were no shares of Class A common stock issued or outstanding (excluding 17,250,000 subject to possible redemption). Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 4,312,500 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a 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 then-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 sum of the total number of all shares of common stock outstanding upon the completion of IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants 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 with respect to registration, or a valid exemption from registration is available. 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 residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. 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 such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30 -day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) 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 warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants and the Sponsor Loan Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants, the Sponsor Loan Warrants, and the Class A common stock issuable upon the exercise of the Private Placement Warrants and the Sponsor Loan Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and the Sponsor Loan Warrants will be exercisable on a cashless basis and be non-redeemable. Both the Private Placement Warrants and the Sponsor Loan Warrants shall not become Public Warrants as a result of any transfer of such warrants. Both will remain non- redeemable and carry the same terms no matter who holds the respective warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8— FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Assets: ​ ​ Investments held in the Trust Account 1 ​ $ 177,870,060 ​ $ 176,815,422 ​ Level 1 assets include investments in mutual funds and money market funds that invest in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

SUBSEQUENT EVENTS

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

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited 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 SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022, and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $883,612 and $1,344,116 in cash at September 30, 2022 and December 31, 2021, respectively, and no cash equivalents at September 30, 2022 and December 31, 2021.
Investments held in Trust Account	Investments held in Trust Account The Company’s Investments held in Trust Account was $177,870,060 and $176,815,422 at September 30, 2022 and December 31, 2021, respectively. The Company’s portfolio of investments is comprised of investments in money market funds and mutual funds that invest in U.S. government securities and generally have a readily determinable fair value and are recognized at fair value. Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.
Offering Costs associated with a Public Offering	Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs totaling $9,985,222 (consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees payable, and $497,722 of other offering costs) were charged on the date of the IPO to stockholders’ deficit. Other offering costs of $497,722 consist of professional and other costs incurred in connection with the IPO.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $177,398,272 and $176,812,500 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to public warrants ​ (4,230,210) Offering costs related to Class A common stock subject to possible redemption ​ (9,732,305) Plus: ​ Re-Measurement of Class A common stock to redemption amount ​ ​ 12,075,080 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 176,812,500 Re-Measurement of Class A common stock to redemption amount ​ 585,772 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 177,398,272
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, 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 Department”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase effected by us that occurs after December 31, 2022, in connection with a Business Combination or otherwise, may be subject to this excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of any PIPE financing or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iii) the content of any regulations and other guidance issued by the Treasury Department and/or the Internal Revenue Service. In addition, because the excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our stock. The foregoing could cause a reduction in the cash available on hand to complete a business Combination in the required time and redeem 100% of our public shares in accordance with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. ​
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was approximately 31% and 0% for the three months ended September 30, 2022 and 2021, respectively, and approximately (539)% and 0% for the nine months ended September 30, 2022 and the period from March 4, 2021 (Inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 0% for the three
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the three and nine months ended September 30, 2022 and the three months ended September 30, 2021 and for the period from March 4, 2021 (inception) through September 30, 2021. Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 4, 2021 ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ (Inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 280,099 ​ $ 70,025 ​ $ (147,662) ​ $ (36,915) ​ $ — ​ $ — ​ $ — ​ $ (234) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding (1) ​ ​ 17,250,000 ​ ​ 4,312,500 ​ ​ 17,250,000 ​ ​ 4,312,500 ​ — ​ 4,312,500 ​ ​ — ​ ​ 4,312,500 Basic and diluted net income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ (0.01) ​ $ (0.01) ​ $ 0.00 ​ $ 0.00 ​ $ 0.00 ​ $ (0.00) (1) September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6).
Credit Risk	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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to 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.
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 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 balance sheet 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.
Recent Accounting Standards	Recent Accounting Standards 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what 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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Proceeds allocated to public warrants ​ (4,230,210) Offering costs related to Class A common stock subject to possible redemption ​ (9,732,305) Plus: ​ Re-Measurement of Class A common stock to redemption amount ​ ​ 12,075,080 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 176,812,500 Re-Measurement of Class A common stock to redemption amount ​ 585,772 Class A common stock subject to possible redemption at September 30, 2022 ​ $ 177,398,272
Schedule of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 4, 2021 ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ (Inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 280,099 ​ $ 70,025 ​ $ (147,662) ​ $ (36,915) ​ $ — ​ $ — ​ $ — ​ $ (234) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding (1) ​ ​ 17,250,000 ​ ​ 4,312,500 ​ ​ 17,250,000 ​ ​ 4,312,500 ​ — ​ 4,312,500 ​ ​ — ​ ​ 4,312,500 Basic and diluted net income (loss) per share ​ $ 0.02 ​ $ 0.02 ​ $ (0.01) ​ $ (0.01) ​ $ 0.00 ​ $ 0.00 ​ $ 0.00 ​ $ (0.00) (1) September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6).

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Assets: ​ ​ Investments held in the Trust Account 1 ​ $ 177,870,060 ​ $ 176,815,422

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN (Details)			9 Months Ended
	Nov. 02, 2021 USD ($) $ / shares shares	Mar. 04, 2021 item	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
Condition for future business combination number of businesses minimum | item		1
Purchase price, per unit | $ / shares			$ 10.25
Price per unit | $ / shares	$ 10
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account			80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50%
Condition for future business combination threshold net tangible assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Months to complete acquisitions			15 months
Redemption period upon closure			10 days
Maximum allowed dissolution expenses			$ 100,000
Cash			883,612	$ 1,344,116
Working capital			$ 504,038
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
Sale of Units, net of underwriting discounts (in shares) | shares	17,250,000
Proceeds from issuance initial public offering	$ 172,500,000
Proceeds from sale of Private Placement Warrants	$ 176,812,500
Purchase price, per unit | $ / shares	$ 10.25
Price per unit | $ / shares	$ 10
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
Sale of Private Placement Warrants (in shares) | shares	4,133,333
Price of warrant | $ / shares	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 6,200,000
Over-allotment option
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
Sale of Units, net of underwriting discounts (in shares) | shares	2,250,000		2,250,000
Sponsor
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN AND MANAGEMENT'S PLAN
Price of warrant | $ / shares			$ 1.50
Maximum borrowing capacity of related party promissory note			$ 4,312,500

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		3 Months Ended		7 Months Ended	9 Months Ended
	Aug. 16, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash		$ 883,612			$ 883,612	$ 1,344,116
Cash equivalents		0			0	0
Investments held in Trust Account		177,870,060			177,870,060	176,815,422
Offering costs					9,985,222
Underwriting fees paid					3,450,000
Deferred underwriters fee payable					6,037,500
Other offering costs paid					497,722
Unrecognized Tax Benefits		0			0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0			$ 0	$ 0
Percentage of excise tax on fair market value	1%
Business combination public redemption	100%
Effective tax rate (as a percent)		31%	0%	0%	(539.00%)
Statutory tax rate (as a percent)		0%	0%	0%	0%
Federal
Percentage of excise tax on fair market value	1%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stock subject to possible redemption (Details) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Remeasurement of Class A common stock subject to possible redemption	$ 585,772
Class A Common Stock Subject to Redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 172,500,000
Offering costs related to Class A common stock subject to possible redemption		(9,732,305)
Remeasurement of Class A common stock subject to possible redemption	585,772	12,075,080
Class A common stock subject to possible redemption	$ 177,398,272	176,812,500
Public Warrants | Class A Common Stock Subject to Redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds allocated to public warrants		$ (4,230,210)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income (loss) per common share (Details) - USD ($)		3 Months Ended				7 Months Ended	9 Months Ended
		Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Numerator:
Allocation of net income (loss)		$ 350,124	$ (89,085)	$ (445,616)		$ (234)	$ (184,577)
Class A common stock
Numerator:
Allocation of net income (loss)		$ 280,099					$ (147,662)
Denominator:
Weighted average shares outstanding, Basic		17,250,000					17,250,000
Weighted average shares outstanding, Diluted		17,250,000					17,250,000
Basic net income (loss) per share		$ 0.02			$ 0	$ 0	$ (0.01)
Diluted net income (loss) per share		$ 0.02			$ 0	$ 0	$ (0.01)
Class B Common Stock
Numerator:
Allocation of net income (loss)		$ 70,025				$ (234)	$ (36,915)
Denominator:
Weighted average shares outstanding, Basic	[1]	4,312,500			4,312,500	4,312,500	4,312,500
Weighted average shares outstanding, Diluted	[1]	4,312,500			4,312,500	4,312,500	4,312,500
Basic net income (loss) per share		$ 0.02			$ 0	$ 0	$ (0.01)
Diluted net income (loss) per share		$ 0.02			$ 0	$ 0	$ (0.01)
Class B Common Stock | Over-allotment option
Denominator:
Common stock subject to forfeiture						562,500
[1] September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6) .

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Nov. 02, 2021 $ / shares shares
INITIAL PUBLIC OFFERING
Price per unit | $ / shares	$ 10
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	17,250,000
Price per unit | $ / shares	$ 10
Initial Public Offering | Public Warrants
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - Private Placement - Private Placement Warrants - USD ($)		9 Months Ended
	Nov. 02, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,133,333
Price of warrants	$ 1.50
Proceeds allocated to Public Warrants	$ 6,200,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days

RELATED PARTIES - Founder Share

RELATED PARTIES - Founder Shares (Details)			7 Months Ended	9 Months Ended
		Mar. 10, 2021 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 shares
Class B Common Stock
RELATED PARTIES
Aggregate purchase price | $	[1]		$ 25,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20%
Founder Shares | Sponsor
RELATED PARTIES
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class B Common Stock
RELATED PARTIES
Number of shares issued | shares		4,312,500
Aggregate purchase price | $		$ 25,000
Shares subject to forfeiture | shares				562,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
[1] September 30, 2021 - Includes an aggregate of 562,500 shares of Class B common stock of the over-allotment option that was exercised in full by the underwriter (see Note 6) .

RELATED PARTIES - Additional In

RELATED PARTIES - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Nov. 02, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Mar. 10, 2021
RELATED PARTIES
Purchase price, per unit			$ 10.25			$ 10.25
Promissory Note with Related Party
RELATED PARTIES
Maximum borrowing capacity of related party promissory note								$ 300,000
Outstanding balance of related party note							$ 0
General and administrative services
RELATED PARTIES
Expenses per month	$ 10,000
Accrued liabilities		$ 0	$ 30,000	$ 0	$ 0	$ 90,000
Related party loans
RELATED PARTIES
Price of warrant			$ 1.50			$ 1.50
Loan conversion agreement warrant			$ 1,500,000			$ 1,500,000
Sponsor
RELATED PARTIES
Maximum borrowing capacity of related party promissory note			4,312,500			4,312,500
Outstanding balance of related party note			$ 4,312,500			$ 4,312,500	4,312,500
Price of warrant			$ 1.50			$ 1.50
Purchase price, per unit			$ 10.25			$ 10.25
Working capital loans
RELATED PARTIES
Outstanding balance of related party			$ 0			$ 0	$ 0
Proceeds held in trust account			$ 0			$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		9 Months Ended
	Nov. 02, 2021 shares	Sep. 30, 2022 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		3
Underwriting cash discount per unit | $ / shares		$ 0.20
Aggregate underwriter cash discount | $		$ 3,450,000
Deferred fee per unit | $ / shares		$ 0.35
Aggregate deferred underwriting fee payable | $		$ 6,037,500
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of stock underwriting option period		45 days
Number of units sold | shares	2,250,000	2,250,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	80,000,000	80,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Temporary equity, shares outstanding	17,250,000	17,250,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	4,312,500	4,312,500
Common shares, shares outstanding (in shares)	4,312,500	4,312,500
Ratio to be applied to the stock in the conversion	1

STOCKHOLDERS' EQUITY - Warrants

STOCKHOLDERS' EQUITY - Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Common Class B [Member]
Class of Warrant or Right [Line Items]
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders	20%
Warrant [Member]
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	5,750,000
Warrant exercise period condition one	30 days
Public Warrants expiration term	5 years
Warrant exercise period condition two	12 months
Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Threshold trading days for redemption of public warrants	20 days
Restrictions on transfer period of time after business combination completion	30 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding		4,133,333

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 | Recurring
Assets:
Investments held in the Trust Account	$ 177,870,060	$ 176,815,422