C5 Acquisition (CXAC) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity File Number	001-41205
Entity Registrant Name	C5 Acquisition Corporation
Entity Central Index Key	0001856242
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3097106
Current Fiscal Year End Date	--12-31
Entity Address, Address Line One	1701 Pennsylvania Ave NW
Entity Address, Address Line Two	Ste #460
Entity Address, City or Town	Washington
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20006
City Area Code	202
Local Phone Number	452-9133
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	CXAC
Security Exchange Name	NYSE
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
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,750,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of share of Class A common stock and one-half of one redeemable public warrant
Trading Symbol	CXAC.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Public warrants, each whole public warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	CXAC WS
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 1,126,634	$ 210,351
Prepaid expenses	615,905
Total Current Assets	1,742,539	210,351
Other assets	159,473
Deferred offering costs		476,457
Investments held in the Trust Account	294,935,292
Total Assets	296,837,304	686,808
Current Liabilities:
Accounts payable and accrued expenses	549,120	17,747
Accrued offering costs	395	365,845
Note payable – Sponsor		300,000
Total Current Liabilities	549,515	683,592
Deferred underwriting commission	10,062,500
Total Liabilities	10,612,015	683,592
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption; 28,750,000 and no shares outstanding as of September 30, 2022 and December 31, 2021, respectively (at redemption value of $10.24 per share)	294,523,689
Stockholder's (Deficit) Equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,281
Accumulated deficit	(8,299,119)	(21,784)
Total Stockholder's (Deficit) Equity	(8,298,400)	3,216
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholder's (Deficit) Equity	296,837,304	686,808
Common Class A [Member]
Stockholder's (Deficit) Equity:
Common stock
Common Class B [Member]
Stockholder's (Deficit) Equity:
Common stock	$ 719	$ 719

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	28,750,000	0
Temporary equity, redemption price per share	$ 10.24	$ 10.24
Temporary equity shares outstanding subject to possible redemption	28,750,000	28,750,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
EXPENSES
Administrative fee – related	$ 105,000	$ 0	$ 0	$ 302,581
General and administrative	319,847	74	856	1,082,697
TOTAL EXPENSES	424,847	74	856	1,385,278
OTHER INCOME
Income earned on investments held in Trust Account	1,323,353	0	0	1,702,948
TOTAL OTHER INCOME	1,323,353	0	0	1,702,948
Net income (loss) before income	898,506	(74)	(856)	317,670
Income tax provision	245,354	0		262,836
Net income (loss)	$ 653,152	$ (74)	$ (856)	$ 54,834
Common Class A [Member]
OTHER INCOME
Weighted average shares outstanding, Basic	28,750,000	0	0	27,591,575
Weighted average shares outstanding, Diluted	28,750,000	0	0	27,591,575
Basic net income (loss) per share	$ (0.02)	$ 0	$ 0	$ (0.05)
Diluted net income (loss) per share	$ (0.02)	$ 0	$ 0	$ (0.05)
Common Class B [Member]
OTHER INCOME
Weighted average shares outstanding, Basic	7,187,500	6,250,000	6,250,000	7,149,725
Weighted average shares outstanding, Diluted	7,187,500	6,250,000	6,250,000	7,149,725
Basic net income (loss) per share	$ (0.02)	$ 0	$ 0	$ (0.05)
Diluted net income (loss) per share	$ (0.02)	$ 0	$ 0	$ (0.05)

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical)	9 Months Ended
	Sep. 30, 2022 shares
Over-Allotment Option [Member]
Common Shares Subject To Forfeiture	937,500

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder's (Deficit) Equity - USD ($)		Total	Public Warrants [Member]	Private Warrants [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Public Warrants [Member]	Additional Paid-in Capital [Member] Private Warrants [Member]	Retained Earnings [Member]	Common Class B [Member] Common Stock [Member]
Balance, beginning of period (shares) at Mar. 29, 2021	[1]								0
Balance, Beginning of Period at Mar. 29, 2021		$ 0						$ 0		[1]
Net income (loss)		(90)						(90)
Balance, end of Period (shares) at Mar. 31, 2021	[1]								0
Balance, end of period at Mar. 31, 2021		(90)						(90)		[1]
Balance, beginning of period (shares) at Mar. 29, 2021	[1]								0
Balance, Beginning of Period at Mar. 29, 2021		0						0		[1]
Net income (loss)		(856)							$ (856)
Balance, end of Period (shares) at Sep. 30, 2021	[1]								7,187,500
Balance, end of period at Sep. 30, 2021		24,144			24,281			(856)	$ 719	[1]
Balance, beginning of period (shares) at Mar. 31, 2021	[1]								0
Balance, Beginning of Period at Mar. 31, 2021		(90)						(90)		[1]
Issuance of Class B common stock to Sponsor	[1]	25,000			24,281				$ 719
Issuance of Class B common stock to Sponsor, shares	[1]								7,187,500
Net income (loss)		(692)						(692)
Balance, end of Period (shares) at Jun. 30, 2021	[1]								7,187,500
Balance, end of period at Jun. 30, 2021		24,218			24,281			(782)	$ 719	[1]
Net income (loss)		(74)						(74)	$ (74)
Balance, end of Period (shares) at Sep. 30, 2021	[1]								7,187,500
Balance, end of period at Sep. 30, 2021		24,144			24,281			(856)	$ 719	[1]
Balance, beginning of period (shares) at Dec. 31, 2021									7,187,500
Balance, Beginning of Period at Dec. 31, 2021		3,216			24,281			(21,784)	$ 719
Proceeds From Warrants			$ 11,514,821	$ 15,007,880		$ 11,514,821	$ 15,007,880
Value of transaction costs allocated to the fair value of equity instruments		(654,468)			(654,468)
Remeasurement adjustment of Class A common stock to redemption value		(32,950,994)			(25,892,514)			(7,058,480)
Accretion of Class A common stock to redemption amount		(46,766)						(46,766)
Net income (loss)		(455,107)						(455,107)
Balance, end of Period (shares) at Mar. 31, 2022									7,187,500
Balance, end of period at Mar. 31, 2022		(7,581,418)						(7,582,137)	$ 719
Balance, beginning of period (shares) at Dec. 31, 2021									7,187,500
Balance, Beginning of Period at Dec. 31, 2021		3,216			24,281			(21,784)	$ 719
Net income (loss)		54,834							$ (339,180)
Balance, end of Period (shares) at Sep. 30, 2022									7,187,500
Balance, end of period at Sep. 30, 2022		(8,298,400)						(8,299,119)	$ 719
Balance, beginning of period (shares) at Mar. 31, 2022									7,187,500
Balance, Beginning of Period at Mar. 31, 2022		(7,581,418)						(7,582,137)	$ 719
Accretion of Class A common stock to redemption amount		(297,691)						(297,691)
Net income (loss)		(143,211)						(143,211)
Balance, end of Period (shares) at Jun. 30, 2022									7,187,500
Balance, end of period at Jun. 30, 2022		(8,022,320)						(8,023,039)	$ 719
Accretion of Class A common stock to redemption amount		(929,232)						(929,232)
Net income (loss)		653,152						653,152	$ (134,040)
Balance, end of Period (shares) at Sep. 30, 2022									7,187,500
Balance, end of period at Sep. 30, 2022		$ (8,298,400)						$ (8,299,119)	$ 719
[1]As of September 30, 2021, excludes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over- allotment option is not exercised in full.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholder's (Deficit) Equity (Parenthetical) - Over-Allotment Option [Member]	9 Months Ended
	Sep. 30, 2022 shares
Common Shares Subject To Forfeiture	937,500
Common Class B [Member]
Common Shares Subject To Forfeiture	937,500

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flows - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (856)	$ 54,834
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on investments held in the Trust Account		(1,702,948)
Changes in operating assets and liabilities:
Prepaid expenses		(615,905)
Other assets		(159,473)
Accounts payable and accrued expenses	782	531,373
Net Cash Used in Operating Activities	(74)	(1,892,119)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	0	(293,250,000)
Cash withdrawn from Trust Account for taxes		17,656
Net Cash Used in Investing Activities	0	(293,232,344)
Cash Flows from Financing Activities:
Sale of Units in the Initial Public Offering, net of underwriting discount		281,750,000
Sale of Private Placement Warrants to the Sponsor		15,035,500
Proceeds from Sponsor promissory note	300,000
Repayment of the Sponsor promissory note		(300,000)
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Payment of offering costs	(40,335)	(444,754)
Net Cash Provided By Financing Activities	284,665	296,040,746
Net change in cash	284,591	916,283
Cash at beginning of period		210,351
Cash at end of period	284,591	1,126,634
Supplemental disclosure of non-cash financing activities:
Deferred underwriters' compensation charged to temporary equity in connection with the Public Offering	0	10,062,500
Class A Common Stock measurement adjustment	0	32,950,994
Accretion of Class A common stock to redemption amount	0	1,273,689
Offering costs included in accrued offering costs	$ 315,000	$ 395

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Text Block [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS C5 Acquisition Corporation (the “Company”) was incorporated in Delaware on March 30, 2021. The Company was formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (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 of the risks associated with early stage and emerging growth companies. All activity for the period from March 30, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below and search for a target company. 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 On January 11, 2022, the Company consummated the Initial Public Offering of 28,750,000 units (“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $287,500,000, which is described in Note 3. This included an additional 3,750,000 Units purchased by the underwriters pursuant to the exercise of their option to purchase additional units (the “Over- Allotment Option”) in full. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 15,035,500 warrants (the “Private Placement Warrants”) to C5 Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $15,035,500, which is described in Note 4. Transaction costs related to the Initial Public Offering amounted to $16,368,261 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and $555,761 of other costs related to the Initial Public Offering. Following the closing of the Initial Public Offering on January 11, 2022, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account, which 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 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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 of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be 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 $10.20 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 subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” All of 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 (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20. 480-10-S99. paid-in 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 second amended and restated certificate of incorporation (the “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 Initial Public Offering 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, as amended (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 Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it 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- If the Company has not completed a Business Combination within 15 months from the closing of the Initial Public Offering (April 11, 2023) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has 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 Sponsor acquires Public Shares in or after the Initial Public Offering, 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 underwriters have agreed to waive their rights to their 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 Initial Public Offering 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 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) $10.20 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 $10.20 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 Initial Public Offering 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, Liquidity and Management’s Plan At September 30, 2022, the Company had cash of $1,126,634 and working capital of $1,193,024. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on Form 10-K 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, 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 non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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. The Company has determined that its more significant accounting estimates included in these condensed financial statements is the valuation of deferred tax assets. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash account in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Class A common stock subject to possible redemption The Company accounts for its shares of 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 is 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 stockholder’s equity. The shares of 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, the shares of Class A common stock subject to possible redemption in the amount of $294,523,689 are presented as temporary equity, outside of the stockholder’s (deficit) equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against accumulated deficit. 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 statement 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rates were 27.31% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 82.74% and 0.00% for the nine months ended September 30, 2022 and for the period from March 30, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021, nine months ended September 30, 2022 and for the period from March 30, 2021 (inception) through September 30, 2021, due to changes in the valuation allowance on the deferred tax assets. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share two-class The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per common stock for the periods presented. As of September 30, 2022, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of September 30, 2021, there were no shares or warrants outstanding. The following table reflects the calculation of basic and diluted net loss per share of common stock. Three Months Three Months Class A Common Stock Numerator: Loss allocable to Class A Common Stock $ (536,161 ) $ — Denominator: Basic and diluted weighted average shares outstanding 28,750,000 — Basic and diluted net loss per share, Class A Common Stock $ (0.02 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock (134,040 ) (74 ) Denominator: Basic and diluted weighted average shares outstanding 7,187,500 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.02 ) $ (0.00 ) Nine Months For the Period Class A Common Stock Numerator: Loss allocable to Class A Common Stock, as adjusted $ (1,308,934 ) $ — Denominator: Basic and diluted weighted average shares outstanding 27,591,575 — Basic and diluted net loss per share, Class A Common Stock $ (0.05 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock, as adjusted (339,180 ) (856 ) Denominator: Basic and diluted weighted average shares outstanding 7,149,725 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.05 ) $ (0.00 ) 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. US 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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 11, 2022, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $287,500,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and one-half This included an additional 3,750,000 Units purchased by the underwriters pursuant to the exercise of their option to purchase additional units (the “Over-Allotment Option”) in full generating gross proceeds of $37,500,000.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Private Placement	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 15,035,500 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $15,035,500. 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 (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering 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 expire worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

Related Parties Founder Shares

Related Parties Founder Shares	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties Founder Shares	NOTE 5 — RELATED PARTIES Founder Shares On May 18, 2021, the Sponsor received 7,187,500 of the Company’s Class B common stock (the “Founder Shares”) for $25,000. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Sponsor has 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 Promissory Note — Related Party On May 20, 2021, the Sponsor issued an unsecured promissory note to the Company (as amended, the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest were outstanding under the Promissory Note, respectively. Borrowings under this Promissory Note are no longer available. General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $35,000 per month for office space, utilities and secretarial and administrative support for up to 15 months, which includes up to approximately $22,000 per month payable to our Chief Financial Officer and consultants to assist us with our search for a target business. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company recorded $105,000 and $302,581 under the service agreement, respectively. As of September 30, 2022 and December 31, 2021, there was $35,000 and $0 outstanding balance due to the Sponsor under the agreement, respectively. 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 $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 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 Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be 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 underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,750,000, upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $10,062,500. The deferred fee will become payable to the underwriters 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. Financial Advisor Engagement Following the completion of the Company’s Initial Public Offering, the Company entered into an engagement letter (the “Engagement Letter”) with a financial advisor in connection with an initial business combination and as a placement agent in connection with related private placement transactions (each, a “PIPE transaction”). In connection with the Engagement Letter and upon closing of the initial business combination and PIPE transaction, the Company has agreed pay the advisor a transaction fee based on the value of the initial business combination and a transaction fee with respect to each completed PIPE transaction, in each case, pursuant to the terms of the Engagement Letter. The advisor also participated in the Company’s Initial Public Offering as an underwriter. Vendor Agreements As of September 30, 2022, the Company had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $40,000. These fees will only become due and payable upon the consummation of a Business Combination. The outstanding balance of the legal fees is in accounts payable and accrued expenses on the condensed balance sheets.

Stockholder's (Deficit) Equity

Stockholder's (Deficit) Equity	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholder's (Deficit) Equity	NOTE 7 — STOCKHOLDER’S (DEFICIT) 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 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. 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 500,000,000 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, there were 28,750,000 shares of the Class A Common Stock that were classified as temporary equity in the accompanying condensed balance sheets. As of December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — The Company is authorized to issue 100,000,000 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 7,187,500 shares of Class B common stock issued and outstanding. 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, including the election of directors, 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 this offering. 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 as-converted Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public 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 20 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 Public Warrants — Once the Public Warrants become exercisable, the Company may redeem the outstanding public warrants: • 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 • if, and only if, the last reported sale price of the Class A common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the 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 will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement 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 will be non-redeemable The Company accounts for the 29,410,500 warrants to be issued in connection with the Initial Public Offering (including 14,375,000 Public Warrants and 15,035,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in these financial statements.

Summary Of Significant Accoun_2

Summary Of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on Form 10-K 8-K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, 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 non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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. The Company has determined that its more significant accounting estimates included in these condensed financial statements is the valuation of deferred tax assets. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash account in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Class A common stock subject to possible redemption The Company accounts for its shares of 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 is 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 stockholder’s equity. The shares of 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, the shares of Class A common stock subject to possible redemption in the amount of $294,523,689 are presented as temporary equity, outside of the stockholder’s (deficit) equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against accumulated deficit.
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 statement 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rates were 27.31% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 82.74% and 0.00% for the nine months ended September 30, 2022 and for the period from March 30, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021, nine months ended September 30, 2022 and for the period from March 30, 2021 (inception) through September 30, 2021, due to changes in the valuation allowance on the deferred tax assets.
Net Loss per Common Share	Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share two-class The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As a result, diluted earnings per share of common stock is the same as basic earnings per common stock for the periods presented. As of September 30, 2022, the warrants are exercisable to purchase 16,000,000 shares of Class A common stock in the aggregate. As of September 30, 2021, there were no shares or warrants outstanding. The following table reflects the calculation of basic and diluted net loss per share of common stock. Three Months Three Months Class A Common Stock Numerator: Loss allocable to Class A Common Stock $ (536,161 ) $ — Denominator: Basic and diluted weighted average shares outstanding 28,750,000 — Basic and diluted net loss per share, Class A Common Stock $ (0.02 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock (134,040 ) (74 ) Denominator: Basic and diluted weighted average shares outstanding 7,187,500 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.02 ) $ (0.00 ) Nine Months For the Period Class A Common Stock Numerator: Loss allocable to Class A Common Stock, as adjusted $ (1,308,934 ) $ — Denominator: Basic and diluted weighted average shares outstanding 27,591,575 — Basic and diluted net loss per share, Class A Common Stock $ (0.05 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock, as adjusted (339,180 ) (856 ) Denominator: Basic and diluted weighted average shares outstanding 7,149,725 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.05 ) $ (0.00 )
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. US 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.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary Of Significant Accoun_3

Summary Of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of the Calculation of Basic and Diluted Net Income Per Share of Common Stock	The following table reflects the calculation of basic and diluted net loss per share of common stock. Three Months Three Months Class A Common Stock Numerator: Loss allocable to Class A Common Stock $ (536,161 ) $ — Denominator: Basic and diluted weighted average shares outstanding 28,750,000 — Basic and diluted net loss per share, Class A Common Stock $ (0.02 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock (134,040 ) (74 ) Denominator: Basic and diluted weighted average shares outstanding 7,187,500 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.02 ) $ (0.00 ) Nine Months For the Period Class A Common Stock Numerator: Loss allocable to Class A Common Stock, as adjusted $ (1,308,934 ) $ — Denominator: Basic and diluted weighted average shares outstanding 27,591,575 — Basic and diluted net loss per share, Class A Common Stock $ (0.05 ) $ — Class B Common Stock Numerator: Loss allocable to Class B Common Stock, as adjusted (339,180 ) (856 ) Denominator: Basic and diluted weighted average shares outstanding 7,149,725 6,250,000 Basic and diluted net loss per share, Class B Common Stock $ (0.05 ) $ (0.00 )

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended
	Jan. 11, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations [Line Items]
Share price	$ 10.2
Fair market value of net assets	80%
Net tangible assets relating to business combination		$ 5,000,001
Interest amount to pay dissolution expenses		100,000
Cash		1,126,634		$ 210,351
Working capital		$ 1,193,024
Series of Individually Immaterial Business Acquisitions [Member]
Description of Organization and Business Operations [Line Items]
Percent of business combination transaction	50%	100%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Initial public offering shares	28,750,000
Gross proceeds from initial public offering	$ 287,500,000
Transaction costs		$ 16,368,261
Underwriting fees			$ 5,750,000
Deferred underwriting fees		10,062,500
Other offering costs		$ 555,761
Share price	$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Initial public offering shares	3,750,000
Gross proceeds from initial public offering	$ 37,500,000
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Gross proceeds from initial public offering	$ 293,250,000
Share price	$ 10.2
Private Placement [Member] | Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Sale of private placement warrants		15,035,500
Price of warrant		$ 1
Proceeds from sale of Private Placement Warrants		$ 15,035,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Jan. 11, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Cash, FDIC insured amount	$ 250,000			$ 250,000
Temporary Equity, Carrying Amount, Attributable to Parent	294,523,689			294,523,689
Unrecognized tax benefits	$ 0			$ 0
Unrecognized tax benefits, Income tax penalties and interest accrued						$ 0
Class of warrant or right, outstanding	0			0
Effective tax rate	27.31%	0%	0%	82.74%
Statutory tax rate	21%	21%	21%	21%
Common Class A [Member]
Accounting Policies [Line Items]
Temporary Equity, Carrying Amount, Attributable to Parent					$ 294,523,689
Antidilutive securities excluded from computation of earnings per share, amount				16,000,000
IPO [Member]
Accounting Policies [Line Items]
Offering Cost Incurred For Initial Public Offering				$ 555,761
Offering Costs Allocated To Warrant Liability				$ 15,812,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of the Calculation of Basic and Diluted Net Income Per Share of Common Stock (Detail) - USD ($)		3 Months Ended					6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Numerator: Loss allocable to Class A Common Stock	$ (90)	$ 653,152	$ (143,211)	$ (455,107)	$ (74)	$ (692)	$ (856)	$ 54,834
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Denominator: Weighted average shares outstanding, Basic		28,750,000			0		0	27,591,575
Basic net income (loss) per share		$ (0.02)			$ 0		$ 0	$ (0.05)
Denominator: Weighted average shares outstanding, Diluted		28,750,000			0		0	27,591,575
Diluted net income (loss) per share		$ (0.02)			$ 0		$ 0	$ (0.05)
Common Class A [Member] | Common Stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Numerator: Loss allocable to Class A Common Stock		$ (536,161)			$ 0		$ 0	$ (1,308,934)
Common Class B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Denominator: Weighted average shares outstanding, Basic		7,187,500			6,250,000		6,250,000	7,149,725
Basic net income (loss) per share		$ (0.02)			$ 0		$ 0	$ (0.05)
Denominator: Weighted average shares outstanding, Diluted		7,187,500			6,250,000		6,250,000	7,149,725
Diluted net income (loss) per share		$ (0.02)			$ 0		$ 0	$ (0.05)
Common Class B [Member] | Common Stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Numerator: Loss allocable to Class A Common Stock		$ (134,040)			$ (74)		$ (856)	$ (339,180)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)		9 Months Ended
	Jan. 11, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Sale of stock, price per share	$ 10.2
Common stock, conversion basis		Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable public warrant of the Company (each whole public warrant, a “Public Warrant”)
Common Class A [Member]
Class of Stock [Line Items]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
IPO [Member]
Class of Stock [Line Items]
Stock issued during period, shares, new issues	28,750,000
Sale of stock, price per share	$ 10
Proceeds from issuance initial public offering	$ 287,500,000
IPO [Member] | Common Class A [Member]
Class of Stock [Line Items]
Class of warrant or right, number of securities called by each warrant or right	1
Class of warrant or right, exercise price of warrants or rights	$ 11.5
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock issued during period, shares, new issues	3,750,000	3,750,000
Proceeds from issuance initial public offering	$ 37,500,000

Private Placement - Additional

Private Placement - Additional Information (Details) - Private Placement Warrant [Member]	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Class of Stock [Line Items]
Class Of Warrants Or Rights Lock In Period Post Business Combination	30 days
Sponsor [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period units | shares	15,035,500
Class of warrants or rights warrants issued issue price per warrant | $ / shares	$ 1
Proceeds from the issuance of warrants | $	$ 15,035,500
Common Class A [Member]
Class of Stock [Line Items]
Class of warrant or right, Number of securities called by each warrant or right | shares	1
Class of warrants or rights exercise price per share | $ / shares	$ 11.5

Related Parties Founder Shares

Related Parties Founder Shares - Additional Information (Details) - USD ($)				3 Months Ended			6 Months Ended	9 Months Ended
		Jun. 04, 2021	May 18, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Jan. 06, 2022	Dec. 31, 2021	May 20, 2021
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services	[1]					$ 25,000
Debt Instrument, Face Amount										$ 0
Proceeds from Related Party Debt							$ 300,000
Notes Payable, Related Parties, Current										300,000
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party				$ 105,000	$ 0		$ 0	$ 302,581
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount				$ 0				$ 0
Common Class B [Member]
Related Party Transaction [Line Items]
Percentage Of Common Stock Issued And Outstanding				20%				20%
Sponsor [Member] | Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current				$ 35,000				$ 35,000		0
Sponsor [Member] | Administration and Support Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction								$ 35,000
Related Party Transaction Monthly Office Rent								15 months
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working Capital Loans Convertible Into Equity Warrants				$ 2,000,000				$ 2,000,000
Debt Instrument, Convertible, Conversion Price				$ 1				$ 1
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount											$ 300,000
Proceeds from Related Party Debt		$ 300,000
Notes Payable, Related Parties, Current				$ 0				$ 0		$ 300,000
Sponsor [Member] | Common Class A [Member] | Restriction on Transfer of Sponsor Shares [Member]
Related Party Transaction [Line Items]
Share Price				$ 12				$ 12
Number Of Trading Days For Determining Share Price								20 days
Number of consecutive trading days for determining the share price								30 days
Waiting Period After Which The Share Trading Days Are Considered								150 days
Chief Financial Officer [Member] | Administration and Support Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction								$ 22,000
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture									0
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Percentage Of Common Stock Issued And Outstanding			20%
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited			937,500
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services			7,187,500
Stock Issued During Period, Value, Issued for Services			$ 25,000
[1]As of September 30, 2021, excludes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over- allotment option is not exercised in full.

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)		6 Months Ended	9 Months Ended
	Jan. 11, 2022	Sep. 30, 2021	Sep. 30, 2022
Other Commitments [Line Items]
Deferred underwriting commission			$ 10,062,500
Proceeds from Issuance of Common Stock		$ 25,000	$ 0
Over-Allotment Option [Member]
Other Commitments [Line Items]
Stock Issued During Period, Shares, New Issues	3,750,000		3,750,000
Proceeds from Issuance of Common Stock			$ 37,500,000
Underwriting Agreement [Member]
Other Commitments [Line Items]
Over Allotment Option Vesting Period			45 days
Underwriting discount per unit			$ 0.2
Payment of underwriting discount			$ 5,750,000
Deferred underwriting commission			$ 10,062,500
Deferred underwriting commission payable per share			$ 0.35
Vendor Agreements [Member]
Other Commitments [Line Items]
Legal fees related to initial public offering and general corporate services payable amount			$ 40,000

Stockholder's (Deficit) Equity

Stockholder's (Deficit) Equity - Additional Information (Details) - $ / shares		9 Months Ended
	Jan. 11, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		1,000,000	1,000,000
Preferred Stock, Shares Issued		0	0
Preferred Stock, Shares Outstanding		0	0
Common Stock, Conversion Basis		Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable public warrant of the Company (each whole public warrant, a “Public Warrant”)
Number Of Days After Consummation Of Business Combination Within Which The Securities Shall Be Registered		20 days
Number Of Days After Which Business Combination Within Which Securities Registration Shall Be Effective		60 days
Class of warrants or rights Shares issued during the period	29,410,500
Public Warrants [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding, Term		5 years
Class Of Warrants Or Rights Redemption Price Per Unit		$ 0.01
Minimum Notice Period To Be Given To The Holders Of Warrants		30 days
Share Price		$ 18
Number Of Trading Days For Determining The Share Price		10 days
Number of Consecutive Trading Days for Determining the Share Price		20 days
Class Of Warrants Or Rights Redemption Period		30 days
Class of warrants or rights Shares issued during the period	14,375,000
Public Warrants [Member] | From The Completion Of Business Combination [Member]
Class of Stock [Line Items]
Period After Which The Warrants Are Exercisable		30 days
Public Warrants [Member] | From The Completion Of Business Combination [Member] | IPO [Member]
Class of Stock [Line Items]
Period After Which The Warrants Are Exercisable		12 months
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class Of Warrants Or Rights Lock In Period		30 days
Class of warrants or rights Shares issued during the period	15,035,500
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		500,000,000	500,000,000
Common Stock, Shares, Issued		0	0
Common Stock, Shares, Outstanding		0	0
Temporary equity, shares outstanding		28,750,000	0
Common Stock, Voting Rights		one
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		100,000,000	100,000,000
Common Stock, Shares, Issued		7,187,500	7,187,500
Common Stock, Shares, Outstanding		7,187,500	7,187,500
Common Stock, Voting Rights		one
Common Stock, Conversion Basis		one-for-one
Percentage Of Common Stock Issued And Outstanding		20%