Greenfire Resources 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information Line Items
Entity Registrant Name	M3-BRIGADE ACQUISITION III CORP.
Trading Symbol	MBSC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001856589
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40946
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3185502
Entity Address, Address Line One	1700 Broadway
Entity Address, Address Line Two	19th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	202-2200
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		30,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 940,585	$ 1,485,734
Prepaid expenses and other current assets	27,103
Prepaid insurance	479,940	479,940
Total current assets	1,447,628	1,965,674
Prepaid insurance – long term portion	39,991	399,943
Investments and marketable securities held in trust	304,471,491	303,005,300
Total Assets	305,959,110	305,370,917
Current liabilities:
Accrued expenses	850,378	774,431
Due to affiliate		192,374
Accrued income taxes	473,984	1,600
Total current liabilities	1,324,362	968,405
Forward purchase agreement liability	1,363,584
Deferred underwriting fees	14,280,000	14,280,000
Total liabilities	16,967,946	15,248,405
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 30,000,000 issued and outstanding; at $10.12 and $10.10 per share redemption value as of September 30, 2022 and December 31, 2021	303,674,170	303,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common Stock, $0.0001 par value; 500,000,000 shares authorized (excluding 30,000,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021
Class B common stock. $0.0001 par value, 50,000,000 shares authorized; 7,500,000 issued and outstanding as of September 30, 2022 and December 31, 2021	750	750
Additional paid in capital
Accumulated deficit	(14,683,756)	(12,878,238)
Total Stockholders’ Deficit	(14,683,006)	(12,877,488)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 305,959,110	$ 305,370,917

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, authorized	1,000,000	1,000,000
Preference shares, outstanding
Preference shares, issued
Class A Common Stock
Common stock subject to possible redemption, shares authorized	500,000,000	500,000,000
Common stock subject to possible redemption, shares issued	30,000,000	30,000,000
Common stock subject to possible redemption, shares outstanding	30,000,000	30,000,000
Common Stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock subject to possible redemption, per share redemption value (in Dollars per share)	10.12	10.1
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	7,500,000	7,500,000
Common stock shares outstanding	7,500,000	7,500,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Operating and formation costs	$ 214,770		$ 3,150	$ 830,571
Loss from operations	(214,770)		(3,150)	(830,571)
Other income (expense):
Change in fair value of forward purchase agreement liability	(1,325,203)			(1,363,584)
Gain on marketable securities (net), dividends and interest on cash and marketable securities held in Trust Account	1,442,841			1,535,191
Total other income, net	117,638			171,607
Loss before provision for income taxes	(97,132)		(3,150)	(658,964)
Provision for income taxes	(472,384)			(472,384)
Net loss	$ (569,516)		$ (3,150)	$ (1,131,348)
Class A Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	30,000,000			30,000,000
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)			$ (0.03)
Class B Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	7,500,000	6,250,000	6,250,000	7,500,000
Basic and diluted net loss per share (in Dollars per share)	$ (0.03)		$ 0	$ (0.05)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Common Stock
Weighted average shares outstanding	30,000,000			30,000,000
Basic and diluted net loss per share	$ (0.01)			$ (0.03)
Class B Common Stock
Weighted average shares outstanding	7,500,000	6,250,000	6,250,000	7,500,000
Basic and diluted net loss per share	$ (0.03)		$ 0	$ (0.05)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity Deficit (Unaudited) - USD ($)	Class A common stock subject to possible redemption	Class B common stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Mar. 24, 2021
Balance (in Shares) at Mar. 24, 2021
Net income (loss)				(517)	(517)
Balance at Mar. 31, 2021				(517)	(517)
Balance (in Shares) at Mar. 31, 2021
Balance at Mar. 24, 2021
Balance (in Shares) at Mar. 24, 2021
Net income (loss)					(3,150)
Balance at Sep. 30, 2021		$ 750	24,250	(3,150)	21,850
Balance (in Shares) at Sep. 30, 2021		7,503,750
Balance at Mar. 31, 2021				(517)	(517)
Balance (in Shares) at Mar. 31, 2021
Sale of Class B shares to founders		$ 750	24,250		25,000
Sale of Class B shares to founders (in Shares)		7,503,750
Net income (loss)				(2,633)	(2,633)
Balance at Jun. 30, 2021		$ 750	24,250	(3,150)	21,850
Balance (in Shares) at Jun. 30, 2021		7,503,750
Net income (loss)
Balance at Sep. 30, 2021		$ 750	24,250	(3,150)	21,850
Balance (in Shares) at Sep. 30, 2021		7,503,750
Balance at Dec. 31, 2021	$ 303,000,000	$ 750		(12,878,238)	(12,877,488)
Balance (in Shares) at Dec. 31, 2021	30,000,000	7,500,000
Accretion of Class A common stock to redemption value	$ 35,812			(35,812)	(35,812)
Net income (loss)				(701,949)	(701,949)
Balance at Mar. 31, 2022	$ 303,035,812	$ 750		(13,615,999)	(13,615,249)
Balance (in Shares) at Mar. 31, 2022	30,000,000	7,500,000
Balance at Dec. 31, 2021	$ 303,000,000	$ 750		(12,878,238)	(12,877,488)
Balance (in Shares) at Dec. 31, 2021	30,000,000	7,500,000
Net income (loss)					(1,131,348)
Balance at Sep. 30, 2022	$ 303,674,170	$ 750		(14,683,756)	(14,683,006)
Balance (in Shares) at Sep. 30, 2022	30,000,000	7,500,000
Balance at Mar. 31, 2022	$ 303,035,812	$ 750		(13,615,999)	(13,615,249)
Balance (in Shares) at Mar. 31, 2022	30,000,000	7,500,000
Accretion of Class A common stock to redemption value	$ 61,838			(61,838)	(61,838)
Net income (loss)				140,117	140,117
Balance at Jun. 30, 2022	$ 303,097,650	$ 750		(13,537,720)	(13,536,970)
Balance (in Shares) at Jun. 30, 2022	30,000,000	7,500,000
Accretion of Class A common stock to redemption value	$ 576,520			(576,520)	(576,520)
Net income (loss)				(569,516)	(569,516)
Balance at Sep. 30, 2022	$ 303,674,170	$ 750		$ (14,683,756)	$ (14,683,006)
Balance (in Shares) at Sep. 30, 2022	30,000,000	7,500,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (3,150)	$ (1,131,348)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest on cash and marketable securities held in Trust Account		(1,535,191)
Change in fair value of forward purchase agreement liability		1,363,584
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(27,103)
Prepaid insurance		359,952
Accrued expenses	3,150	75,947
Income taxes payable		472,384
Net cash used in operating activities		(421,775)
Cash Flows from Investing Activities:
Investment in mutual funds held in Trust Account		(69,334)
Proceeds from sale of mutual funds invested in money market funds held in Trust Account		303,088,288
Purchase of U.S. government treasury securities held in Trust Account		(303,018,954)
Proceeds from Trust Account for working capital or tax payment purposes		69,000
Net cash provided by investing activities		69,000
Cash Flows from Financing Activities:
Repayment of due to affiliate		(192,374)
Cash advance from affiliate	27,000
Net cash (used in) provided by financing activities	27,000	(192,374)
Net Change in Cash	27,000	(545,149)
Cash – Beginning of period		1,485,734
Cash – End of period	27,000	940,585
Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs paid through due to affiliate	192,374
Deferred offering costs paid by Sponsor in exchange for issuance of shares of Class B common stock	25,000
Accretion of Class A common stock to redemption value		$ 674,170

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS M3-Brigade Acquisition III Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 25, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 25, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and its activities relating to the sourcing of an initial Business Combination. The Company believes it will not generate any operating revenue until after the completion of a 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 and unrealized gains and losses on the change in fair value of forward purchase agreement liability. The Company’s sponsor is M3-Brigade Sponsor III LP, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 21, 2021 (the “Effective Date”). On October 26, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000. The underwriters had a 45-day option from the effectiveness date of the IPO (October 21, 2021) to purchase up to an additional 3,915,000 units to cover over-allotments, if any. The underwriters purchased 3,900,000 additional units pursuant to this right as part of the IPO, which units are included in the 30,000,000 total IPO units. On December 4, 2021, the underwriters’ remaining over-allotment option expired unexercised. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,786,667 and 1,740,000 Private Placement Warrants (the “Private Warrants”) to the Sponsor and Underwriter, respectively at a price of $1.50 per Private Warrant, generating total gross proceeds of $11,290,000. Transaction costs of the IPO amounted to approximately $20,634,000 consisting of $5,220,000 of underwriting discount, $14,280,000 of deferred underwriting fees and approximately $1,134,000 of other offering costs. Net proceeds received from the IPO were approximately $294,157,000 after payment of the underwriting discount of $5,220,000 and approximately $623,000 of other costs. Following the closing of the Initial Public Offering on October 26, 2021, an amount of $303,000,000 ($10.10 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. This amount included $3,000,000 from the sale of the Private Placement Warrants in order to provide the investors a $10.10 redemption value per share or $303,000,000 total redemption value. 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, as described below. 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 (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. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by stock exchange rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. 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 upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. The Public Shares subject to redemption are recorded as temporary equity upon the completion of the Initial Public Offering and subsequently accreted to redemption value in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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, “Redeemable Non-controlling Interest, Equity”, 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, “Debt— Debt with Conversion and other Options”. 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. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s 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 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 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, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares (as defined in Note 5) if the Company fails to complete a Business Combination within the Combination Period (as defined below) and (c) 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. 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 Company will have until October 26, 2022, 12 months from the closing of the Initial Public Offering (assuming the Sponsor does not exercise its option to extend the period of time that the Company has to complete an initial business combination by up to 3 months, up to four times, or such other time period in which the Company must consummate an initial business combination pursuant to an amendment to the Company’s amended and restated certificate of incorporation) to complete a Business Combination (the “Combination Period”). On October 12, 2022, the Company’s board of directors, at the request of the Sponsor, approved an extension of the period of time the Company has to consummate its initial business combination until January 26, 2023. On October 27, 2022, in connection with such extension, the Sponsor or its affiliates or designees deposited an additional $1,696,500 into the Company’s Trust Account, in part from the Company’s working capital, for the benefit of the Company’s public stockholders (Note 11). The Company’s stockholders will not be entitled to vote on or redeem their shares in connection with any such extension. Pursuant to the terms of the Certificate of Incorporation, in order to extend the period of time to consummate a Business Combination in such a manner, the Sponsor, upon no less than five days’ advance notice prior to the applicable deadline, must deposit an additional $1,696,500 into the Trust Account (which may be in part from the Company’s working capital) on or prior to the date of the applicable deadline, for each 3-month extension. The Sponsor is not obligated to extend the time for the Company to complete a Business Combination. In the event that the Company receives notice from the Sponsor five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds have been timely deposited. Our sponsor has the option to accelerate its extension request, subject to the deposit of the relevant amount of additional funds into the trust account, at any time prior to the consummation of the Business Combination with the same effect of extending the time the Company will have to consummate a Business Combination by 3,6, 9 or 12 months, as applicable. If the Company has not completed a Business Combination within 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes or working capital requirements (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply 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 public 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. The Company has not independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and the Company’s Sponsor may not be able to satisfy those obligations. The Company has not asked the Company’s Sponsor to reserve for such eventuality. The Company believes the likelihood of the Company’s Sponsor having to indemnify the trust account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. On October 12, 2022, the Company’s board of directors, at the request of the Sponsor, approved an extension of the period of time the Company has to consummate its initial business combination until January 26, 2023. On October 27, 2022, in connection with such extension, the Sponsor or its affiliates or designees deposited an additional $1,696,500 into the Company’s Trust Account, in part from the Company’s working capital, for the benefit of the Company’s public stockholders. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation launched a military campaign against Ukraine. In response to these actions, the United States, the European Union and other governmental authorities have imposed a series of sanctions and penalties upon Russia and certain of its political and business leaders, and may impose additional sanctions and penalties, which restrict the ability of companies throughout the world to do business with Russia. In addition, a number of companies throughout the world who were not directly restricted by those sanctions have voluntarily elected to cease doing business with companies affiliated with Russia and it is anticipated that Russia will continue to retaliate with its own restrictions and sanctions. It is expected that these events will have an impact upon, among other things, financial markets for the foreseeable future. If the disruptions caused by these events continue for an extended period of time, our ability to search for a business combination or finance such business combination, and the business, operations and financial performance of any target business with which we ultimately consummate a business combination, may be materially adversely affected. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern At September 30, 2022, the Company had $940,585 of cash outside of the Trust and working capital of $123,266. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. Additionally, related parties have paid certain offering and operating costs on behalf of the Company as needed. As of September 30, 2022 and December 31, 2021, the Company owed $0 and $192,374 respectively, to the related parties on account of unreimbursed expenses incurred in connection with the sourcing of its initial Business Combination. The Company’s assessment of going concern considerations was made in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued.

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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the 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 management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on April 15, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions, including, but not limited to, not being required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company may 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 the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgement. 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 one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at September 30, 2022 and December 31, 2021. Investments and Marketable Securities Held in Trust Account At September 30, 2022, the assets held in the Trust Account were substantially held in U.S. government securities and, at December 31, 2021, the assets held in the Trust Account were substantially held in mutual funds that invest primarily in U.S. government securities, and (in either such case) reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of. 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, money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest on cash held in Trust Account in the accompanying statements of operations. The estimated fair values of the assets held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 in ASC 480. Conditionally redeemable Class A common stock (including Class A 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) is classified as temporary equity outside of the stockholders’ deficit section of the balance sheets. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. At September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $303,674,170 and $303,000,000 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the three and nine months ended September 30, 2022, the Company recorded $576,520 and $674,170, respectively, in accretion related to earnings accrued on cash and marketable securities held in the Trust Account. Accretion attributable to the holders of the Class A common stock subject to possible redemption is reduced by $69,000 withdrawn by the Company to pay for the working capital expenses and taxes, $472,384 and $1,600 provision for 2022 and 2021 income taxes, respectively, and $150,000 and $173,337 provision for 2022 and 2021 franchise taxes, respectively. Net Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for each of the periods, excluding common shares forfeited. The Company has not considered the effect of the 10,000,000 and 7,526,667 shares of Class A common stock issuable upon exercise of the public and private warrants, respectively, in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net loss per common share presented in the statements of operations is based upon the following: For the For the Net loss $ (1,131,348 ) $ (569,516 ) Accretion of temporary equity to redemption value (674,170 ) (576,520 ) Net loss including accretion of temporary equity to redemption value $ (1,805,518 ) $ (1,146,036 ) The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss including accretion of temporary equity $ (916,829 ) $ (229,207 ) $ — $ (1,444,414 ) $ (361,104 ) $ (3,150 ) Allocation of accretion of temporary equity to redemption value 576,520 — — $ 674,170 — — Allocation of net loss, as adjusted $ (340,309 ) $ (229,207 ) $ — $ (770,244 ) $ (361,104 ) $ (3,150 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 6,250,000 30,000,000 7,500,000 6,250,000 Basic and diluted net loss per common stock $ (0.01 ) $ (0.03 ) $ — $ (0.03 ) $ (0.05 ) $ (0.00 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of approximately $1,134,000 consist principally of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriter discounts of $19,500,000 in the aggregate, totaled approximately $20,634,000. Of such offering costs, approximately $20,092,000 were initially charged to Class A common stock subject to possible redemption upon completion of the Initial Public Offering and approximately $542,000, which were allocated to the Public Warrants and the Private Placement Warrants, and initially in Additional Paid-In Capital. 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 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. The Company allocated the IPO proceeds from the Units between Class A common stock and warrants, using the relative fair value method. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The fair value of the forward purchase agreement liability and investments and marketable securities held in trust is discussed below. September 30, 2022 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year-to-date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 486.63% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 71.69% and 0% for the nine months ended September 30, 2022 and for the period from March 25, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and for the three months ended and for the period from March 25, 2021 (inception) through September 30, 2021, due to changes in fair value in forward purchase agreement and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting 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. In August 2020, the FASB issued Accounting Standards Update (“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) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Disclosure of Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable public warrant (“Public Warrant”), including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 3,915,000 additional Units. A total of 10,000,000 redeemable public warrants were issued. 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 at any time commencing on the later of 12 months from the IPO or 30 days after the completion of the Company’s initial business combination. The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, based upon the number of Units sold without giving effect to the exercise of the underwriter’s overallotment option. An additional 4.5% of the gross offering proceeds (or 6.5%, with respect to the portion of the gross offering proceeds attributable to the underwriter’s exercise of its overallotment option) will be payable upon the Company’s completion of a Business Combination (the “Deferred Discount”). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Disclosure of Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor and the Underwriter of an aggregate of 5,786,667 and 1,740,000 Private Placement Warrants, respectively at a price of $1.50 per Private Placement Warrant, resulting in gross proceeds of $11,290,000. 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 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 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 Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 12, 2021, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.002 per share. On September 7, 2021, the Company effected a reverse stock split of 0.625 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding 7,187,500 founder shares. On October 21, 2021, the Company effected a stock dividend of .044 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding 7,503,750 founder shares. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Initial Public Offering, except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Each Founder Share is automatically convertible to a share of Class A common stock on a one-for-one basis at the time of the Company’s initial business combination. The Founder Shares included an aggregate of up to 978,750 Founder 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 would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On October 25, 2021, the Sponsor forfeited 3,750 Founder Shares in connection with the Underwriter not fully exercising their option to purchase additional units, resulting in the Sponsor holding 7,500,000 Founder Shares. All share amounts and related information have been retroactively restated to reflect the reverse stock split, stock dividend and share forfeiture. 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 closing price of the shares of Class A common stock equal 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, consolidation capital stock exchange 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. Private Placement Warrants The Sponsor and Cantor Fitzgerald & Co. (“Cantor”) have purchased from the Company an aggregate of 7,526,667 private placement warrants at a price of $1.50 per warrant (for a gross purchase price of $11,290,000), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Our sponsor purchased 5,786,667 Private Placement Warrants and Cantor purchased the remaining 1,740,000 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. No fractional shares will be issued upon exercise of the warrants. A portion of the purchase price the Private Placement Warrants was added to the proceeds from the Proposed Offering, such that a total of $303,000,000 was deposited in the Trust Account. The Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and the Private Placement Warrants are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants included in the Units sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering and have no net cash settlement provisions. The Company has classified the warrants within a component of stockholder’s deficit. Under the terms of the warrant agreement governing the Private Placement Warrants, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Public Warrants issued to the Sponsor will expire worthless. Due to Affiliate On April 12, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company was able to borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. No borrowings were made under the Promissory Note. Borrowing under this Promissory Note is no longer available. An affiliate of the Sponsor paid $192,374 of expenses on behalf of the Company prior to the Initial Public Offering. Such advances were to be repaid by the Company out of funds held outside the Trust Account and were repaid on March 30, 2022. As of September 30, 2022 and December 31, 2021, there were $0 and $192,374 outstanding balance under due to affiliate, respectively. Forward Purchase Agreement On October 21, 2021, the Company entered into a forward purchase agreement with M3-Brigade III FPA LP, an affiliate of the Sponsor, which provides for the purchase of up to $40,000,000 of shares of Class A common stock, for a purchase price of $10.00 per share (the “Forward Purchase Agreement”), in a private placement to occur in connection with the closing of a Business Combination. The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchase shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights, as described in the Forward Purchase Agreement. The Company accounts for the Forward Purchase Agreement in accordance with the guidance in ASC 815-40 and accounts for such agreements as derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations. As of September 30, 2022 and December 31, 2021, the liability on account of the Forward Purchase Agreement was $1,363,584 and $0, respectively. Working Capital 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account and interest accrued on funds in the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account and any interest accrued on funds in the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account, other than such interest earnings, would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 6. ACCRUED EXPENSES The Company’s accrued expenses as of September 30, 2022 were comprised as follows: Professional fees and expenses $ 481,681 Printing and engraving 42,354 Other expenses 326,342 Total $ 850,378 The Company’s accrued expenses as of December 31, 2021 were comprised as follows: Professional fees and expenses $ 397,000 NYSE listing and filing fees 172,000 Printing and engraving 40,000 Other expenses 165,431 Total $ 774,431 Of such accrued expenses at September 30, 2022 and December 31, 2021, $150,517 and $319,235 are unpaid offering costs related to the Company’s IPO, respectively

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS 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 Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement (the “Registration Rights Agreement”) signed prior to the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into 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 the 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. The Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the Underwriter a 45-day option from the date of Initial Public Offering to purchase up to 3,915,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discount. As of October 26, 2021, the underwriters had partially exercised their over-allotment option, resulting in the purchase of an additional 3,900,000 Units. The Underwriter was paid a cash underwriting discount of $0.20 per Unit (without giving effect to the Units issued upon the partial exercise by the underwriter of its over-allotment option; or $0.17 per Unit after giving effect to the incremental Units issued pursuant to such exercise), or $5,220,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the Underwriter will be entitled to a deferred fee of $0.65 per Unit sold pursuant to the Initial Public Offering (after giving to the underwriter’s partial exercise of its overallotment option), or $14,280,000 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. Contingent Fee Arrangement The Company entered into an agreement with a legal vendor to provide services in the event of a potential business combination. This agreement provides for payments of completion of due diligence, drafting of a definitive merger agreement, and consummation of a business combination, resulting in total payments of up to approximately $2,000,000 .

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A common stock subject to possible redemption is classified as a liability instrument and is measured at fair value. At September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Proceeds at issuance date (March 8, 2021) $ 300,000,000 Less: Proceeds allocated to public warrants (8,176,627 ) Class A common stock issuance cost (20,091,938 ) Plus: Accretion of carrying value to redemption value 31,268,565 Balance at December 31, 2021 303,000,000 Plus: Accretion of carrying value to redemption value 674,170 Balance at September 30, 2022 $ 303,674,170

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock — Class B Common Stock — Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of shares of Class A common stock and holders of shares 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. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination 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 sold in the Initial Public Offering 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 outstanding shares of Class B common stock agree to waive such anti-dilution 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 the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with 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 Public 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 underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, it will use its reasonable best efforts to file with the SEC, 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 thereto until the warrants expire or, in the case of Public Warrants only, are redeemed. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that 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 Public 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 reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption for Public Warrants. Once the Public Warrants become exercisable, the Company may redeem for cash 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 redemption period, to each Public Warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock has been at least $18.00 per share (subject to adjustment in compliance with the public warrant agreement) for any ten (10) trading days within a 20-trading day period ending on the third (3rd) trading day prior to the date on which the notice of redemption is given to the public warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering 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 throughout the 30-day redemption period or the Company elected to require the exercise of the Public Warrants on a “cashless basis” as described below. If and when the Public 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, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the agreement governing the Public Warrants. In determining whether to require all holders to exercise their Public Warrants on a “cashless basis”, the Company’s management will consider, among other factors, its cash position, the number of Public Warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Public Warrants. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the number of shares of Class A common stock over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average last reported sale price of the shares of Class A common stock as reported for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. However, except as described below, the Public Warrants will not be adjusted for issuances of shares of Class A common stock at a price below their 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 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 the respect to such warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of 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 and will be exercisable at the election of the holder on a “cashless basis.” A holder of a warrant may notify the Company in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split- up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if the Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of the Company’s capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends of which are dividends up to $0.50 per share per year, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) as a result of the repurchase of shares of Class A common stock by the company if the proposed initial business combination is presented to the stockholders of the Company for approval, or (e) in connection with the redemption of the Company’s public shares upon the Company’s failure to complete the Company’s initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event. No other adjustments will be required to be made including for issuing Class A common stock at below market price and/or exercise price. If the number of outstanding shares of the Company’s Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock. Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial business combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Company’s initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or any that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is are the continuing corporation and that does not result in any reclassification or reorganization of the Company’s outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of the Company’s Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or to correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. A change affecting the terms of the private placement warrants will require the approval of holders of at least 50% of the private placement warrants. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued 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 the Company’s initial business combination (except, among other limited exceptions as described under “Principal Stockholders— Transfers of Founder Shares and Private Placement Warrants,” to the Company’s officers and directors and other persons or entities affiliated with the sponsor) and they will not be redeemable by the Company so long as they are held by the sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Company’s sponsor and permitted transferees is because it is not known at this time whether they will be affiliated with the Company following a business combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. In order to finance transaction costs in connection with an intended initial business combination, the Company’s sponsor or an affiliate of the Company’s sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the Company’s initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to the Company. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the Company’s trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Neither the Private Placement Warrants nor Public Warrants contain any provisions that change depending upon the characteristics of the holder of the warrant. The warrant agreements contain a provision wherein warrant holders can receive an alternative issuance, including as a result of a tender offer that constitutes a change of control. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. The Company’s Public and Private Placement Warrants are accounted for as equity.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
RECURRING FAIR VALUE MEASUREMENTS	NOTE 10. RECURRING FAIR VALUE MEASUREMENTS Investments and Marketable Securities Held in Trust Account As of September 30, 2022, investment securities in the Company’s Trust Account consisted of U.S. government securities and, at December 31, 2021, investment securities in the Company’s Trust Account consisted of a mutual funds that invest primarily in U.S. government securities in the amount of $304,471,491, net of $69,000 withdrawal of interest earned to be used for working capital or for payment of taxes on September 19, 2022, and $303,005,300, respectively. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Forward Purchase Agreement Liability On October 21, 2021, the Company entered into a forward purchase agreement with M3-Brigade III FPA LP, an affiliate of the Sponsor, which provides for the purchase of up to $40,000,000 of shares of Class A common stock, for a purchase price of $10.00 per share (the “Forward Purchase Agreement”), in a private placement to occur in connection with the closing of a Business Combination. The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchase shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights, as described in the Forward Purchase Agreement. The Company accounts for the Forward Purchase Agreement (“FPA Agreement”) in accordance with the guidance in ASC 815-40 and accounts for such FPA Agreement as a derivative instrument. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations. The ability of the Company to receive any of the proceeds of the FPA Agreement is dependent upon the financial metrics of the business combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company. Accordingly, a $1,363,584 and $0 value has been ascribed to such liability at September 30, 2022 and December 31, 2021, respectively. Recurring Fair Value Measurements At September 30, 2022, the assets held in the Trust Account were substantially held in U.S. government securities and, at December 31, 2021, the assets held in the Trust Account were substantially held in mutual funds that invest primarily in U.S. government securities, and (in either such case) reported at fair value. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s forward purchase agreement liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the forward purchase agreement liability is classified within Level 3 of the fair value hierarchy and was $1,363,584 and $0 at September 30, 2022 and December 31, 2021, respectively. The following table presents fair value information as of September 30, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Investments and marketable securities held in trust 1 $ 304,471,491 $ 303,005,300 Liabilities: Forward purchase agreement liability 3 $ 1,363,584 $ — In order to calculate the fair value of the forward purchase agreement liability, the Company utilized the following inputs as at initial measurement: September 30, December 31, Probability of business combination 50 % 100 % Underlying common stock price $ 10.08 $ 9.87 Cash flow discount rate 4.06 % 0.08 % Unit purchase price $ 10.00 10.00 Estimated maturity date 07/10/2023 6/14/2022 Probability of forward purchase agreement being utilized 0 % 0 % The following table presents the changes in the fair value of the forward purchase agreement liability: FPA Fair value as of January 1, 2022 $ — Change in fair value 380,040 Fair value as of March 31, 2022 380,040 Change in fair value (341,659 ) Fair value as of June 30, 2022 38,381 Change in fair value 1,325,203 Fair value as of September 30, 2022 $ 1,363,584 The changes in the fair value of the forward purchase agreement liability for the three and nine months ended September 30, 2022 are $1,325,203 and $1,363,584. There were no changes for the period from March 25, 2021 (inception) through December 31, 2021.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than outlined below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 12, 2022, the Company’s board of directors, at the request of the Sponsor, approved an extension of the period of time the Company has to consummate its initial business combination until January 26, 2023. On October 27, 2022, in connection with such extension, the Sponsor or its affiliates or designees deposited an additional $1,696,500 into the Company’s Trust Account, in part from the Company’s working capital, for the benefit of the Company’s public stockholders. On November 1, 2022, the Company appointed two new members to its Board of Directors, each of whom is to be paid a fee of $125,000 for his services. Such fees have not been paid as of November 14, 2022.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the 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 management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on April 15, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	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, (the “JOBS Act”), and it may take advantage of certain exemptions, including, but not limited to, not being required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company may 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 the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgement. 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 one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at September 30, 2022 and December 31, 2021.
Investments and Marketable Securities Held in Trust Account	Investments and Marketable Securities Held in Trust Account At September 30, 2022, the assets held in the Trust Account were substantially held in U.S. government securities and, at December 31, 2021, the assets held in the Trust Account were substantially held in mutual funds that invest primarily in U.S. government securities, and (in either such case) reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of. 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, money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest on cash held in Trust Account in the accompanying statements of operations. The estimated fair values of the assets held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 in ASC 480. Conditionally redeemable Class A common stock (including Class A 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) is classified as temporary equity outside of the stockholders’ deficit section of the balance sheets. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. At September 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $303,674,170 and $303,000,000 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the three and nine months ended September 30, 2022, the Company recorded $576,520 and $674,170, respectively, in accretion related to earnings accrued on cash and marketable securities held in the Trust Account. Accretion attributable to the holders of the Class A common stock subject to possible redemption is reduced by $69,000 withdrawn by the Company to pay for the working capital expenses and taxes, $472,384 and $1,600 provision for 2022 and 2021 income taxes, respectively, and $150,000 and $173,337 provision for 2022 and 2021 franchise taxes, respectively.
Net Income (Loss) Per Common Stock	Net Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for each of the periods, excluding common shares forfeited. The Company has not considered the effect of the 10,000,000 and 7,526,667 shares of Class A common stock issuable upon exercise of the public and private warrants, respectively, in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net loss per common share presented in the statements of operations is based upon the following: For the For the Net loss $ (1,131,348 ) $ (569,516 ) Accretion of temporary equity to redemption value (674,170 ) (576,520 ) Net loss including accretion of temporary equity to redemption value $ (1,805,518 ) $ (1,146,036 ) The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss including accretion of temporary equity $ (916,829 ) $ (229,207 ) $ — $ (1,444,414 ) $ (361,104 ) $ (3,150 ) Allocation of accretion of temporary equity to redemption value 576,520 — — $ 674,170 — — Allocation of net loss, as adjusted $ (340,309 ) $ (229,207 ) $ — $ (770,244 ) $ (361,104 ) $ (3,150 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 6,250,000 30,000,000 7,500,000 6,250,000 Basic and diluted net loss per common stock $ (0.01 ) $ (0.03 ) $ — $ (0.03 ) $ (0.05 ) $ (0.00 )
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of approximately $1,134,000 consist principally of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriter discounts of $19,500,000 in the aggregate, totaled approximately $20,634,000. Of such offering costs, approximately $20,092,000 were initially charged to Class A common stock subject to possible redemption upon completion of the Initial Public Offering and approximately $542,000, which were allocated to the Public Warrants and the Private Placement Warrants, and initially in Additional Paid-In Capital.
Derivative Financial Instruments	Derivative Financial Instruments
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 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants	Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. The Company allocated the IPO proceeds from the Units between Class A common stock and warrants, using the relative fair value method.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The fair value of the forward purchase agreement liability and investments and marketable securities held in trust is discussed below.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year-to-date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 486.63% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 71.69% and 0% for the nine months ended September 30, 2022 and for the period from March 25, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and for the three months ended and for the period from March 25, 2021 (inception) through September 30, 2021, due to changes in fair value in forward purchase agreement and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting 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. In August 2020, the FASB issued Accounting Standards Update (“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) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of net loss per common share presented in the statements of operations	For the For the Net loss $ (1,131,348 ) $ (569,516 ) Accretion of temporary equity to redemption value (674,170 ) (576,520 ) Net loss including accretion of temporary equity to redemption value $ (1,805,518 ) $ (1,146,036 )
Schedule of basic and diluted net loss per common stock	Three Months Ended Three Months Ended Nine Months Ended For the 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss including accretion of temporary equity $ (916,829 ) $ (229,207 ) $ — $ (1,444,414 ) $ (361,104 ) $ (3,150 ) Allocation of accretion of temporary equity to redemption value 576,520 — — $ 674,170 — — Allocation of net loss, as adjusted $ (340,309 ) $ (229,207 ) $ — $ (770,244 ) $ (361,104 ) $ (3,150 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 6,250,000 30,000,000 7,500,000 6,250,000 Basic and diluted net loss per common stock $ (0.01 ) $ (0.03 ) $ — $ (0.03 ) $ (0.05 ) $ (0.00 )

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of accrued expenses	Professional fees and expenses $ 481,681 Printing and engraving 42,354 Other expenses 326,342 Total $ 850,378 Professional fees and expenses $ 397,000 NYSE listing and filing fees 172,000 Printing and engraving 40,000 Other expenses 165,431 Total $ 774,431

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of class A common stock subject to possible redemption	Proceeds at issuance date (March 8, 2021) $ 300,000,000 Less: Proceeds allocated to public warrants (8,176,627 ) Class A common stock issuance cost (20,091,938 ) Plus: Accretion of carrying value to redemption value 31,268,565 Balance at December 31, 2021 303,000,000 Plus: Accretion of carrying value to redemption value 674,170 Balance at September 30, 2022 $ 303,674,170

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value	Description Level September 30, December 31, Assets: Investments and marketable securities held in trust 1 $ 304,471,491 $ 303,005,300 Liabilities: Forward purchase agreement liability 3 $ 1,363,584 $ —
Schedule of fair value of the forward purchase agreement	September 30, December 31, Probability of business combination 50 % 100 % Underlying common stock price $ 10.08 $ 9.87 Cash flow discount rate 4.06 % 0.08 % Unit purchase price $ 10.00 10.00 Estimated maturity date 07/10/2023 6/14/2022 Probability of forward purchase agreement being utilized 0 % 0 %
Schedule of the changes in the fair value of the forward purchase agreement liability	FPA Fair value as of January 1, 2022 $ — Change in fair value 380,040 Fair value as of March 31, 2022 380,040 Change in fair value (341,659 ) Fair value as of June 30, 2022 38,381 Change in fair value 1,325,203 Fair value as of September 30, 2022 $ 1,363,584

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)		3 Months Ended			9 Months Ended
	Oct. 26, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Apr. 12, 2021
Organization and Business Operations (Details) [Line Items]
Per unit (in Dollars per share)	$ 10						$ 0.002
Underwriting discount					$ 5,220,000
Deferred underwriting discount					14,280,000
Offering costs		$ 1,134,000			1,134,000
Other costs					$ 623,000
Payments to acquire restricted investments	$ 303,000,000
Per share value of restricted assets (in Dollars per share)	$ 10.1
Private placement warrants	$ 3,000,000
Redemption per share (in Dollars per share)	$ 10.1
Redemption value	$ 303,000,000	$ 576,520	$ 61,838	$ 35,812
Market fair value percentage		80%			80%
Net tangible assets		$ 5,000,001			$ 5,000,001
Public share (in Dollars per share)		$ 10.1			$ 10.1
Percentage of public shares that can be redeemed without prior consent					15%
Additional amount deposited					$ 1,696,500
Expenses payable on dissolution		$ 100,000			$ 100,000
Value per share to be maintained in the trust account (in Dollars per share)		$ 10.1			$ 10.1
Liquidation of the trust account per public share (in Dollars per share)					$ 10.1
Cash		$ 940,585			$ 940,585
Trust and working capital		$ 123,266			123,266
Unreimbursed expenses					$ 0	$ 192,374
investment [Member]
Organization and Business Operations (Details) [Line Items]
Equity method investment, ownership percentage		50%			50%
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Stock issued during period shares new issues (in Shares)	30,000,000
Gross proceeds	$ 300,000,000
Underwriters purchased units (in Shares)	3,900,000
Total units (in Shares)	30,000,000
Sale of units (in Shares)					5,786,667
Transaction costs		$ 20,634,000			$ 20,634,000
Net proceeds					294,157,000
Underwriting discount					5,220,000
Over-Allotments [Member]
Organization and Business Operations (Details) [Line Items]
Shares purchase for additional (in Shares)	3,915,000
Additional amount deposited					$ 1,696,500
Private Warrant [Member]
Organization and Business Operations (Details) [Line Items]
Per unit (in Dollars per share)		$ 1.5			$ 1.5
Generating gross proceeds					$ 11,290,000
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Additional amount deposited					$ 1,696,500
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Public shares percentage					100%
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)					1,740,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Accretion related to earnings accrued	$ 576,520			$ 674,170
Subject to possible redemption	69,000			69,000
Taxes				472,384
Working capital expenses					$ 1,600
Offering costs	1,134,000			1,134,000
Underwriter discount				19,500,000
Underwriter discounts total amount				20,634,000
Common stock subject to possible redemption				20,092,000
Additional paid-in capital
Effective tax rate	486.63%	0%	0%	71.69%
Statutory rate, percentage	21%			21%
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Additional paid-in capital	$ 542,000			$ 542,000
Franchise [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Taxes				150,000	$ 173,337
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	$ 303,674,170			$ 303,674,170		$ 303,000,000
Public share warrants (in Shares)				10,000,000
Private share warrants (in Shares)				7,526,667

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of net loss per common share presented in the statements of operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Schedule Of Net Loss Per Common Share Presented In The Statements Of Operations Abstract
Net loss	$ (569,516)	$ (1,131,348)
Accretion of temporary equity to redemption value	(576,520)	(674,170)
Net loss including accretion of temporary equity to redemption value	$ (1,146,036)	$ (1,805,518)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss including accretion of temporary equity	$ (916,829)			$ (1,444,414)
Allocation of accretion of temporary equity to redemption value	576,520			674,170
Allocation of net loss, as adjusted	$ (340,309)			$ (770,244)
Basic and diluted weighted average shares outstanding (in Shares)	30,000,000			30,000,000
Basic and diluted net loss per common stock (in Dollars per share)	$ (0.01)			$ (0.03)
Class B [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss including accretion of temporary equity	$ (229,207)		$ (3,150)	$ (361,104)
Allocation of accretion of temporary equity to redemption value
Allocation of net loss, as adjusted	$ (229,207)		$ (3,150)	$ (361,104)
Basic and diluted weighted average shares outstanding (in Shares)	7,500,000	6,250,000	6,250,000	7,500,000
Basic and diluted net loss per common stock (in Dollars per share)	$ (0.03)		$ 0	$ (0.05)

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Initial Public Offering (Details) [Line Items]
Public warrant, description	Each Unit consists of one share of Class A common stock and one-third of one redeemable public warrant (“Public Warrant”), including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 3,915,000 additional Units.
Redeemable public warrants issued	10,000,000
Underwriting discount rate, description	The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, based upon the number of Units sold without giving effect to the exercise of the underwriter’s overallotment option. An additional 4.5% of the gross offering proceeds (or 6.5%, with respect to the portion of the gross offering proceeds attributable to the underwriter’s exercise of its overallotment option) will be payable upon the Company’s completion of a Business Combination (the “Deferred Discount”).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale units	30,000,000
Sale units per share (in Dollars per share) | $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Purchase share	1
Price per share (in Dollars per share) | $ / shares	$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Number of days warrants will not transfer assign or sell after the completion of the initial business combination	30 days
Sponsor [Member]
Private Placement (Details) [Line Items]
Private placement warrants	5,786,667
Underwriter [Member]
Private Placement (Details) [Line Items]
Private placement warrants	1,740,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Warrants issue price per share (in Dollars per share) | $ / shares	$ 1.5
Gross proceeds (in Dollars) | $	$ 11,290,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 11.5
Private Placement Warrants [Member] | Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Purchase share	1

Related Party Transactions (Det

Related Party Transactions (Details)			1 Months Ended		9 Months Ended
	Sep. 07, 2021 shares	Apr. 12, 2021 USD ($) $ / shares shares	Oct. 25, 2021 shares	Oct. 21, 2021 $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Oct. 26, 2021 $ / shares
Related Party Transactions (Details) [Line Items]
Per share (in Dollars per share) | $ / shares		$ 0.002					$ 10
Founder shares			7,500,000
Private placement warrants , description					The Sponsor and Cantor Fitzgerald & Co. (“Cantor”) have purchased from the Company an aggregate of 7,526,667 private placement warrants at a price of $1.50 per warrant (for a gross purchase price of $11,290,000), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Our sponsor purchased 5,786,667 Private Placement Warrants and Cantor purchased the remaining 1,740,000 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. No fractional shares will be issued upon exercise of the warrants. A portion of the purchase price the Private Placement Warrants was added to the proceeds from the Proposed Offering, such that a total of $303,000,000 was deposited in the Trust Account. The Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and the Private Placement Warrants are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants included in the Units sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering and have no net cash settlement provisions. The Company has classified the warrants within a component of stockholder’s deficit. Under the terms of the warrant agreement governing the Private Placement Warrants, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination.
Outstanding balance (in Dollars) | $					$ 0	$ 192,374
Forward purchase agreement , description				The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchase shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights, as described in the Forward Purchase Agreement.
Liability on account (in Dollars) | $					$ 1,363,584	$ 0
Related party loans , description					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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account and interest accrued on funds in the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account and any interest accrued on funds in the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account, other than such interest earnings, would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period shares issued for services		11,500,000
Stock issued during the period for services value		25,000
Stockholders equity reverse stock split ratio	0.625
Founder shares	7,187,500
Dividends common stock per share (in Dollars per share) | $ / shares				$ 44
Common stock shares outstanding				7,503,750
Sale of stock, percentage of ownership after transaction					20%
Class A Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture					978,750
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Promissory note payable (in Dollars) | $					$ 192,374
Sponsor [Member] | Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share) | $ / shares					$ 12
Threshold trading days					20 days
Threshold consecutive trading days					30 days
Founder Shares [Member] | Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock forfeiture during the period shares			3,750
Promissory Note [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars) | $		$ 250,000

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
IPO [Member]
Accrued Expenses (Details) [Line Items]
Accrued expenses	$ 319,235	$ 150,517

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of accrued expenses - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Accrued Expenses Abstract
Professional fees and expenses	$ 481,681	$ 397,000
NYSE listing and filing fees		172,000
Printing and engraving	42,354	40,000
Other expenses	326,342	165,431
Total	$ 850,378	$ 774,431

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Oct. 26, 2021
Commitments and Contingencies (Details) [Line Items]
Payment for agreement (in Dollars)	$ 2,000,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase units	3,915,000	3,900,000
Underwriting unit per value	0.2
Cash underwriting discount payable (in Dollars)	$ 5,220,000
Deferred fee per unit (in Dollars per share)	$ 0.65
Deferred fee payable (in Dollars)	$ 14,280,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting unit per value	0.17

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Class ACommon Stock Subject To Possible Redemption Abstract
Proceeds at issuance date (March 8, 2021)		$ 300,000,000
Less:
Proceeds allocated to public warrants		(8,176,627)
Class A common stock issuance cost		(20,091,938)
Plus:
Accretion of carrying value to redemption value	$ 674,170	31,268,565
Balance	$ 303,674,170	$ 303,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Percentage of common stock issued and outstanding	20%
Cash dividends per share (in Dollars per share)	$ 0.5
Percentage of outstanding shares	50%
Percentage of public warrants outstanding	50%
Percentage of private placement warrants	50%
Conversion of warrants, description	Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.
Public Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Class of warrants or rights redemption price per unit (in Dollars per share)	$ 0.01
Share price (in Dollars per share)	$ 18
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares, authorized	500,000,000	500,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares, issued	30,000,000	30,000,000
Common stock shares, outstanding	30,000,000	30,000,000
Own excess percentage	9.80%
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial business combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Company’s initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Consideration receivable percentage	70%
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares, authorized	50,000,000	50,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares, issued	7,500,000	7,500,000
Common stock shares, voting rights descriptions	Holders of Class B common stock are entitled to one vote for each share.
Common stock, shares outstanding	7,500,000	7,500,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 19, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Oct. 21, 2021
Recurring Fair Value Measurements (Details) [Line Items]
U.S. government securities amount		$ 304,471,491	$ 304,471,491	$ 303,005,300
Withdrawal amount	$ 69,000
Liability value		1,363,584	1,363,584	0
Fair value of the forward purchase agreement liability		1,325,203	1,363,584
Level 3 [Member]
Recurring Fair Value Measurements (Details) [Line Items]
Purchase agreement liability		$ 1,363,584	$ 1,363,584	$ 0
Class A Common Stock [Member]
Recurring Fair Value Measurements (Details) [Line Items]
Purchase share amount					$ 40,000,000
Purchase price per share (in Dollars per share)					$ 10

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Investments and marketable securities held in trust	$ 304,471,491	$ 303,005,300
Level 3 [Member]
Liabilities:
Forward purchase agreement liability	$ 1,363,584

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of fair value of the forward purchase agreement - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Fair Value Of The Forward Purchase Agreement Abstract
Probability of business combination	50%	100%
Underlying common stock price (in Dollars per share)	$ 10.08	$ 9.87
Cash flow discount rate	4.06%	0.08%
Unit purchase price (in Dollars per share)	$ 10	$ 10
Estimated maturity date	Jul. 10, 2023	Jun. 14, 2022
Probability of forward purchase agreement being utilized	0%	0%

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of the changes in the fair value of the forward purchase agreement liability - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Schedule Of The Changes In The Fair Value Of The Forward Purchase Agreement Liability Abstract
Fair value beginning balance	$ 38,381	$ 380,040
Change in fair value	1,325,203	(341,659)	380,040
Fair value ending balance	$ 1,363,584	$ 38,381	$ 380,040

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Oct. 12, 2022	Nov. 01, 2022
Subsequent Events (Details) [Line Items]
Additional amount deposited	$ 1,696,500
Services paid fee		$ 125,000