Everest Consolidator Acquisition (EVCO) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	Everest Consolidator Acquisition Corporation
Entity File Number	001-41100
Entity Central Index Key	0001863719
Entity Tax Identification Number	86-2485792
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	4041 MacArthur Blvd
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	610-0835
Class A common stock
Document And Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MNTN
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		17,250,000
Class B common stock
Document And Entity Information
Entity Common Stock, Shares Outstanding		4,312,500
Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share
Document And Entity Information
Title of 12(b) Security	Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share
Trading Symbol	MNTN WS
Security Exchange Name	NYSE
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document And Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	MNTN.U
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 472,447	$ 1,454,762
Prepaid expenses	331,250	310,000
Total current assets	803,697	1,764,762
Marketable securities held in trust account	176,802,890	175,951,203
Prepaid expenses, non-current	45,864	277,726
Total assets	177,652,451	177,993,691
Current liabilities:
Accounts payable	123,877	132,555
Due to related party	30,000	18,289
Accrued expenses	750,377	645,023
Income taxes payable	109,576	0
Total current liabilities	1,013,830	795,867
Deferred underwriting commissions	6,037,500	6,037,500
Total liabilities	7,051,330	6,833,367
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	0	0
Accumulated deficit	(5,775,825)	(4,790,107)
Total Stockholders' deficit	(5,775,394)	(4,789,676)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	177,652,451	177,993,691
Class A Common stock subject to redemption
Current liabilities:
Class A Common stock subject to possible redemption, $0.0001 par value, 17,250,000 shares at $10.23 and $10.20 redemption value as of September 30, 2022 and December 31, 2021, respectively	176,376,515	175,950,000
Class A Common stock not subject to possible redemption
Stockholders' Deficit:
Common stock, value, issued	0	0
Class B common stock
Stockholders' Deficit:
Common stock, value, issued	$ 431	$ 431

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class A Common stock subject to redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	17,250,000	17,250,000
Temporary equity, redemption price (per share)	$ 10.23	$ 10.20
Class A Common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Formation and operating costs	$ 379,100	$ 0	$ 10,060	$ 1,301,314
Loss from operations	(379,100)	0	(10,060)	(1,301,314)
Other income:
Investment income held in Trust Account	601,740	0	0	851,687
Net income (loss) before income taxes	222,640	0	(10,060)	(449,627)
Income tax provision		0	0	(109,576)
Net income (loss)	$ 222,640	$ 0	$ (10,060)	$ (559,203)
Class A Common stock subject to redemption
Other income:
Weighted average shares outstanding , basic	17,250,000	0	0	17,250,000
Weighted average shares outstanding, diluted	17,250,000	0	0	17,250,000
Basic net loss per share	$ 0.01	$ 0	$ 0	$ (0.03)
Diluted net loss per share	$ 0.01	$ 0	$ 0	$ (0.03)
Class B Non Redeemable Common Stock
Other income:
Weighted average shares outstanding , basic	4,312,500	4,904,891	4,956,250	4,312,500
Weighted average shares outstanding, diluted	4,312,500	4,904,891	4,956,250	4,312,500
Basic net loss per share	$ 0.01	$ 0	$ 0	$ (0.03)
Diluted net loss per share	$ 0.01	$ 0	$ 0	$ (0.03)

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class B common stock | Over-Allotment Option
Common shares subject to forfeiture	750,000	750,000	750,000	562,500

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)		Class A Common stock subject to redemption Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Mar. 07, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 07, 2021		0	0
Issuance of common stock to Sponsor	[1]		$ 575	24,425		25,000
Issuance of common stock to Sponsor (in shares)	[1]		5,750,000
Net loss					(10,000)	(10,000)
Ending balance at Mar. 31, 2021		$ 0	$ 575	24,425	(10,000)	15,000
Ending balance (in shares) at Mar. 31, 2021		0	5,750,000
Beginning balance at Mar. 07, 2021		$ 0	$ 0	0	0	0
Beginning balance (in shares) at Mar. 07, 2021		0	0
Net loss						(10,060)
Ending balance at Sep. 30, 2021		$ 0	$ 431	18,319	(10,060)	8,690
Ending balance (in shares) at Sep. 30, 2021		0	4,312,500
Beginning balance at Mar. 31, 2021		$ 0	$ 575	24,425	(10,000)	15,000
Beginning balance (in shares) at Mar. 31, 2021		0	5,750,000
Net loss					(60)	(60)
Ending balance at Jun. 30, 2021			$ 575	24,425	(10,060)	14,940
Ending balance (in shares) at Jun. 30, 2021			5,750,000
Repurchase of founder shares from sponsor			$ (144)	(6,106)		(6,250)
Repurchase of founder shares from sponsor (in shares)			(1,437,500)
Net loss						0
Ending balance at Sep. 30, 2021		$ 0	$ 431	18,319	(10,060)	8,690
Ending balance (in shares) at Sep. 30, 2021		0	4,312,500
Beginning balance at Dec. 31, 2021		$ 175,950,000	$ 431	0	(4,790,107)	(4,789,676)
Beginning balance (in shares) at Dec. 31, 2021		17,250,000	4,312,500
Re-measurement for Class A common stock to redemption value		$ 17,931			(17,931)	(17,931)
Net loss					(394,797)	(394,797)
Ending balance at Mar. 31, 2022		$ 175,967,931	$ 431		(5,202,835)	(5,202,404)
Ending balance (in shares) at Mar. 31, 2022		17,250,000	4,312,500
Beginning balance at Dec. 31, 2021		$ 175,950,000	$ 431	$ 0	(4,790,107)	(4,789,676)
Beginning balance (in shares) at Dec. 31, 2021		17,250,000	4,312,500
Net loss						(559,203)
Ending balance at Sep. 30, 2022		$ 176,376,515	$ 431		(5,775,825)	(5,775,394)
Ending balance (in shares) at Sep. 30, 2022		17,250,000	4,312,500
Beginning balance at Mar. 31, 2022		$ 175,967,931	$ 431		(5,202,835)	(5,202,404)
Beginning balance (in shares) at Mar. 31, 2022		17,250,000	4,312,500
Net loss					(387,046)	(387,046)
Ending balance at Jun. 30, 2022		$ 175,967,931	$ 431		(5,589,881)	(5,589,450)
Ending balance (in shares) at Jun. 30, 2022		17,250,000	4,312,500
Re-measurement for Class A common stock to redemption value		$ 408,584			(408,584)	(408,584)
Net loss					222,640	222,640
Ending balance at Sep. 30, 2022		$ 176,376,515	$ 431		$ (5,775,825)	$ (5,775,394)
Ending balance (in shares) at Sep. 30, 2022		17,250,000	4,312,500
[1] Includes an aggregate of up to 562,500 Class B shares subject to forfeiture if the over-allotment option is not exercised in full (see Note 4).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	Sep. 30, 2022 shares
Class B common stock | Over-Allotment Option
Common stock, shares, subject to forfeiture	562,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (10,060)	$ (559,203)
Adjustments to reconcile net income to net cash used in operating activities
Formation and operating expenses funded by note payable through Sponsor	60	0
Investment income held in Trust account	0	(851,687)
Changes in operating assets and liabilities
Prepaid expenses	0	210,612
Due to related party	0	11,711
Accounts payable	0	32,522
Accrued expenses	10,000	230,357
Income taxes payable	0	109,576
Net cash used in operating activities	0	(816,112)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Repurchase of Class B common stock from Sponsor	(6,250)	0
Payment of offering costs	0	(166,203)
Net cash provided by (used in) financing activities	18,750	(166,203)
Net change in cash	18,750	(982,315)
Cash - beginning of the period	0	1,454,762
Cash - end of the period	18,750	472,447
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable	14,450	0
Deferred offering costs included in accrued expenses	302,500	0
Deferred offering costs paid through promissory note-related party	$ 66,545	$ 0

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	9 Months Ended
	Sep. 30, 2022
Description of Organization, Business Operations and Going Concern
Description of Organization, Business Operations and Going Concern	Note 1—Description of Organization, Business Operations and Going Concern Everest Consolidator Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Our only activities from March 8, 2021 (inception) through September 30, 2022, were organizational activities, those necessary to prepare for our IPO, and the search for a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering (as defined below). On November 29, 2021, the Company consummated the Initial Public Offering (“IPO”) of 17,250,000 units (the “Units”), including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company completed the private sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to Everest Consolidator Sponsor, LLC (the “Sponsor”), generating gross proceeds to the Company of $9,500,000, which is described in Note 4. Transaction costs amounted to $10,431,114, including $6,037,500 in deferred underwriting fees, $3,450,000 in upfront underwriting fees, and $943,614 in other offering costs related to the Initial Public Offering. As of the IPO date, a total of $175,950,000 of the net proceeds from the IPO and the Private Placement, which includes the $6,037,500 deferred underwriting commission, were placed in a U.S.-based trust account at Bank of America maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the IPO and the Private Placement held in the Trust Account will not be released until the earliest of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A common stock shares, $0.0001 par value, included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months or 21 months, as applicable); and (iii) the redemption of 100% of the Class A common stock shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months or 21 months, as applicable) (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount 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 Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount 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. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its 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 Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its 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. As a result, such Class A common stock shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months or 21 months, as applicable), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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 Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 15 months of the closing of the Initial Public Offering (or 18 months or 21 months, as applicable). However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A common stock shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Class A common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase effected by us that occurs after December 31, 2022, in connection with a Business Combination or otherwise, may be subject to this excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of any PIPE financing or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iii) the content of any regulations and other guidance issued by the Treasury Department and/or the Internal Revenue Service. In addition, because the excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our stock. The foregoing could cause a reduction in the cash available on hand to complete a business Combination and in our ability to complete a Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain, and it is possible that the proceeds held in the Trust Account (in the event we are unable to complete a Business Combination in the required time and redeem 100% of our public shares in accordance with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced Liquidity and Going Concern The $472,447 held outside of the Trust Account as of September 30, 2022, may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. 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. The Company has 15 months from the closing of the IPO (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the initial Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, then, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies During the nine-month period ended September 30, 2022, there were no changes to the significant accounting policies in relation to what was described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of September 30, 2022 and its results of operations for the three- and nine-month periods ended September 30, 2022, for the three-months ended September 30, 2021 and for the period from March 8, 2021 (inception) through September 30, 2021, and changes in shareholders’ equity (deficit) and cash flows for the periods presented. The results disclosed in the statement of operations for the three- and nine-months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021, filed with the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th Marketable securities held in the Trust Account As of September 30, 2022, and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the condensed Balance Sheet at fair value at the end of each reporting period. Earnings on these securities is included in investment income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet and was immediately accreted to redemption value at the IPO date. The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2022 are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Funds available for payment of franchise taxes and income taxes ​ ​ (426,375) Plus: ​ ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 852,890 Class A common stock subject to possible redemption ​ $ 176,376,515 ​ The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021, are reconciled in the following table. ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Plus: ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Class A common stock subject to possible redemption ​ $ 175,950,000 ​ 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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022, and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account. Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO. Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three- and nine-months ended September 30, 2022, for the three-months ended September 30, 2021, and for the period from March 8, 2021 (inception) through September 30, 2021, were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s Condensed Statement of Operations includes a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of loss per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. 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 ordinary shares 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. A reconciliation of net loss per ordinary share is as follows: ​ ​ ​ ​ ​ ​ For the three months ended ​ September 30, 2022 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ 178,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock ​ ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ 0.01 Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ 44,528 Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ 0.01 ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, 2022 Redeemable Class A Common Stock ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (447,362) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ (0.03) Non-Redeemable Class B Common Stock ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (111,841) Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ — Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,904,891 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ March 8, 2021 - ​ ​ (inception) – ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ (10,060) Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,956,250 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00) ​ Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant”), an aggregate of 8,625,000 public warrants. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In March 2021, the sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares (up to an aggregate of 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised). Prior to the initial investment in the Company of $25,000 by our sponsor, we had no assets, tangible, or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On September 24, 2021, the Company repurchased 1,437,500 shares of class B common stock from the Sponsor for $6,250. As of September 30, 2022, and December 31, 2021, there were 4,312,500 shares of Class B common stock were issued and outstanding. The underwriters exercised their overallotment option in full simultaneously in connection with the IPO. As a result, the 562,500 shares are no longer subjected to forfeiture as of the date of the overallotment option’s exercise. Class B founder shares The founder shares are designated as Class B common stock and will automatically convert into shares of our Class A common stock (which such shares of Class A common stock delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial business combination) at the time of our initial business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon completion of this offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor and Directors, generating gross proceeds to the Company of $9,500,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed within 15 months from the closing of the Initial Public Offering (or 18 months or 21 months, as applicable), the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, to not transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. In addition, 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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. 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. Through September 30, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company has entered into an Administrative Services Agreement pursuant to which, starting at the IPO date, the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three-month period ended September 30, 2022, the Company expensed $30,000 for the services provided through the Administrative Services Agreement. For the nine-month period ended September 30, 2022, the Company expensed $92,425 for the services provided through the Administrative Services Agreement. As of September 30, 2022, the Company’s liability to the Sponsor was $30,000 under the Administrative Service agreement, which is included in the Due to Related Party balance.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement 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, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $6,037,500 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.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrants.
Warrants	Note 6—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the Public Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A common stock until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of 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 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 under “Redemption of warrants for Class A common stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any Public Warrant upon the exercise thereof. 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 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 warrants may expire worthless.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity
Stockholders' Equity	Note 7—Stockholders’ Equity Preferred Stock issued Class A Common Stock issued Class B Common Stock issued Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. ​

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Taxes
Income Taxes	Note 8 —Income Taxes The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. The Company’s ETR was 0% for the three months ended September 30, 2022, and 2021. The Company’s ETR was 24% for the nine months ended September 30, 2022, and 0% for the period from March 8, 2021 (inception) through September 30, 2021. The difference between the effective tax rate of 0% and 24% for the three- and nine-months ended September 30, 2022 and the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2022 was primarily due to the utilization of net operating losses and the change in the valuation allowance. The difference between the effective tax rate of 0% and the U.S. federal statutory rate of 21% for the three months ended September 30, 2021, and for the period from March 8, 2021, to September 30, 2021, was primarily due to recognizing a full valuation allowance on deferred tax assets. As of September 30, 2022, and December 31, 2021, the Company has no uncertain tax positions related to federal and state income taxes. The 2021 federal tax return for the Company remains open for examination. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense. ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 9 —Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 10, 2022, the date that the unaudited condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of September 30, 2022 and its results of operations for the three- and nine-month periods ended September 30, 2022, for the three-months ended September 30, 2021 and for the period from March 8, 2021 (inception) through September 30, 2021, and changes in shareholders’ equity (deficit) and cash flows for the periods presented. The results disclosed in the statement of operations for the three- and nine-months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th
Marketable securities held in the Trust Account	Marketable securities held in the Trust Account As of September 30, 2022, and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the condensed Balance Sheet at fair value at the end of each reporting period. Earnings on these securities is included in investment income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, and December 31, 2021, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet and was immediately accreted to redemption value at the IPO date. The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2022 are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Funds available for payment of franchise taxes and income taxes ​ ​ (426,375) Plus: ​ ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 852,890 Class A common stock subject to possible redemption ​ $ 176,376,515 ​ The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021, are reconciled in the following table. ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Plus: ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Class A common stock subject to possible redemption ​ $ 175,950,000
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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2022, and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account.
Warrant Instruments	Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO.
Net Loss Per Common Stock	Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three- and nine-months ended September 30, 2022, for the three-months ended September 30, 2021, and for the period from March 8, 2021 (inception) through September 30, 2021, were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s Condensed Statement of Operations includes a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of loss per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. 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 ordinary shares 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. A reconciliation of net loss per ordinary share is as follows: ​ ​ ​ ​ ​ ​ For the three months ended ​ September 30, 2022 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ 178,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock ​ ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ 0.01 Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ 44,528 Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ 0.01 ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, 2022 Redeemable Class A Common Stock ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (447,362) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ (0.03) Non-Redeemable Class B Common Stock ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (111,841) Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ — Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,904,891 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ March 8, 2021 - ​ ​ (inception) – ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ (10,060) Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,956,250 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00)
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Temporary Equity	The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2022 are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Funds available for payment of franchise taxes and income taxes ​ ​ (426,375) Plus: ​ ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 852,890 Class A common stock subject to possible redemption ​ $ 176,376,515 ​ The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021, are reconciled in the following table. ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Plus: ​ Total re-measurement of carrying value to redemption value ​ 18,222,829 Class A common stock subject to possible redemption ​ $ 175,950,000
Schedule of Earnings Per Share, Basic and Diluted	A reconciliation of net loss per ordinary share is as follows: ​ ​ ​ ​ ​ ​ For the three months ended ​ September 30, 2022 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ 178,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock ​ ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ 0.01 Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ 44,528 Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ 0.01 ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, 2022 Redeemable Class A Common Stock ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (447,362) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A ​ $ (0.03) Non-Redeemable Class B Common Stock ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (111,841) Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ — Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,904,891 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ March 8, 2021 - ​ ​ (inception) – ​ September 30, 2021 Non-redeemable Class B Common Stock ​ Numerator: Net loss allocable to Non-redeemable Class B Common Stock ​ $ (10,060) Denominator: Weighted Average Share Outstanding, Non-redeemable Class B Common Stock ​ Basic and diluted weighted average shares outstanding, Non-redeemable Class B Common Stock ​ 4,956,250 Basic and diluted net loss per share, Non-redeemable Class B Common Stock ​ $ (0.00)

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Details) - USD ($)		9 Months Ended
	Nov. 29, 2021	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements
Sale of stock issue price per share	$ 10
Proceeds from Issuance Initial Public Offering	$ 172,500,000
Deferred underwriting commissions		$ 6,037,500		$ 6,037,500
Prospective assets of acquiree as a percentage of fair value of assets in the trust account	80%
Minimum net worth to consummate business combination	$ 5,000,001
Expenses payable on dissolution	$ 100,000
Minimum notice period which public shares shall be redeemed	15 months
Percentage of public shares to be redeemed		100%
Cash		$ 472,447	$ 472,447	$ 1,454,762
Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements
Class of warrants or rights warrants issued during the period units	6,333,333
Class of warrants or rights warrants issued issue price per warrant	$ 1.50
Proceeds from Issuance of Warrants	$ 9,500,000
IPO
Organization Consolidation And Presentation Of Financial Statements
Stock issued during the period shares	17,250,000
Sale of stock issue price per share	$ 10
Transaction costs	$ 10,431,114
Deferred underwriting fees	6,037,500
Upfront underwriting fees	3,450,000
Other offering costs	943,614
IPO | Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements
Proceeds from Issuance or Sale of Equity	175,950,000
Deferred underwriting commissions	$ 6,037,500
Over-Allotment Option
Organization Consolidation And Presentation Of Financial Statements
Stock issued during the period shares	2,250,000
Class A common stock
Organization Consolidation And Presentation Of Financial Statements
Common stock par value (per share)		$ 0.0001		$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated	100%
Period within which business combination shall be consummated from the consummation of initial public offer	15 months
Class A common stock | Public Shares
Organization Consolidation And Presentation Of Financial Statements
Common stock par value (per share)	$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated	100%
Period within which business combination shall be consummated from the consummation of initial public offer	15 months
Class A common stock | IPO
Organization Consolidation And Presentation Of Financial Statements
Stock issued during the period shares	17,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	9 Months Ended
	Dec. 31, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary Of Significant Accounting Policies
Term of restricted investments	180 days
Dilutive securities					$ 0	$ 0
Class B common stock | Over-Allotment Option
Summary Of Significant Accounting Policies
Weighted average number of shares, Common stock subject to repurchase or cancellation		750,000	750,000	750,000	562,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of A reconciliation of net loss per ordinary share (Details) - USD ($)	1 Months Ended	3 Months Ended					7 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (10,000)	$ 222,640	$ (387,046)	$ (394,797)	$ 0	$ (60)	$ (10,060)	$ (559,203)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock	$ (10,000)	222,640	$ (387,046)	$ (394,797)	$ 0	$ (60)	(10,060)	(559,203)
Redeemable Common Class A
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock		$ 178,112						$ (447,362)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Weighted average shares outstanding , basic		17,250,000						17,250,000
Basic net loss per share		$ 0.01						$ (0.03)
Weighted average shares outstanding, diluted		17,250,000						17,250,000
Diluted net loss per share		$ 0.01						$ (0.03)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock		$ 178,112						$ (447,362)
Net loss allocable to non-redeemable Class B Common Stock
Weighted average shares outstanding , basic		17,250,000						17,250,000
Weighted average shares outstanding, diluted		17,250,000						17,250,000
Basic net loss per share		$ 0.01						$ (0.03)
Diluted net loss per share		$ 0.01						$ (0.03)
Non-Redeemable Class B Common Stock
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock		$ 44,528					$ (10,060)	$ (111,841)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Weighted average shares outstanding , basic		4,312,500			4,904,891		4,956,250	4,312,500
Basic net loss per share		$ 0.01			$ 0		$ 0	$ (0.03)
Weighted average shares outstanding, diluted		4,312,500			4,904,891		4,956,250	4,312,500
Diluted net loss per share		$ 0.01			$ 0		$ 0	$ (0.03)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock		$ 44,528					$ (10,060)	$ (111,841)
Net loss allocable to non-redeemable Class B Common Stock
Weighted average shares outstanding , basic		4,312,500			4,904,891		4,956,250	4,312,500
Weighted average shares outstanding, diluted		4,312,500			4,904,891		4,956,250	4,312,500
Basic net loss per share		$ 0.01			$ 0		$ 0	$ (0.03)
Diluted net loss per share		$ 0.01			$ 0		$ 0	$ (0.03)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary Of Temporary Equity (Details) - USD ($)			9 Months Ended
	Dec. 31, 2021	Nov. 29, 2021	Sep. 30, 2022
Temporary Equity
Gross proceeds		$ 172,500,000
Class A Common stock subject to redemption
Temporary Equity
Gross proceeds	$ 172,500,000		$ 172,500,000
Class A common stock issuance costs	(10,100,667)		(10,100,667)
Fair value of Public Warrants at issuance	(4,672,162)		(4,672,162)
Funds available for payment of franchise taxes and income taxes			(426,375)
Total re-measurement of carrying value to redemption value	18,222,829		18,222,829
Accretion of trust earnings			852,890
Class A common stock subject to possible redemption	$ 175,950,000		$ 176,376,515

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Nov. 29, 2021	Sep. 30, 2022
Initial Public Offering
Shares issued, Price per share	$ 10
Class of warrant or right, exercise price of warrants or rights		$ 11.50
IPO
Initial Public Offering
Stock issued during the period shares	17,250,000
Shares issued, Price per share	$ 10
IPO | Public Warrants
Initial Public Offering
Class of warrant or right, Number of securities called by each warrant or right	8,625,000
Over-Allotment Option
Initial Public Offering
Stock issued during the period shares	2,250,000
Class A common stock | Public Warrants
Initial Public Offering
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Class A common stock | IPO
Initial Public Offering
Stock issued during the period shares	17,250,000
Common stock, Conversion basis	Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
		Nov. 29, 2021	Sep. 24, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Related Party Transaction
Stock issued during period, Value, Issued for services	[1]			$ 25,000
Assets				0	$ 177,652,451		$ 177,652,451		$ 177,993,691
Stock repurchased during period, Value						$ 6,250
Class of warrant or right, Exercise price of warrants or rights					$ 11.50		$ 11.50
Period from the closing of the Initial Public Offering within which the Business combination shall be completed							15 months
Due to related party					$ 30,000		$ 30,000		$ 18,289
Working Capital Loans
Related Party Transaction
Debt instrument, Convertible, Carrying amount of equity component					$ 1,500,000		$ 1,500,000
Debt instrument, Convertible, Conversion price					$ 1.50		$ 1.50
Bank Overdrafts					$ 0		$ 0
Services Provided Through The Administrative Services Agreement
Related Party Transaction
Due to related party					30,000		$ 30,000
Private Placement Warrants
Related Party Transaction
Proceeds from issuance of warrants		$ 9,500,000
Lock in period							30 days
Sponsor
Related Party Transaction
Stock issued during period, Value, Issued for services				$ 25,000
Sponsor | Founder Shares
Related Party Transaction
Stock issued during period, Shares, Issued for services				5,750,000
Stock issued during period, Value, Issued for services				$ 25,000
Sponsor And Directors | Private Placement | Private Placement Warrants
Related Party Transaction
Class of warrant or right, Warrants issued during period		6,333,333
Class of warrant or right, Warrants issued during period, Price per warrant		$ 1.50
Proceeds from issuance of warrants		$ 9,500,000
An Affiliate Of The Sponsor | Services Provided Through The Administrative Services Agreement
Related Party Transaction
Related party transaction, Amounts of transaction		$ 10,000
Related party transaction, General and administrative expenses from transactions with related party					$ 30,000		$ 92,425
Class B common stock
Related Party Transaction
Common stock, shares issued					4,312,500		4,312,500	4,312,500	4,312,500
Common stock, shares outstanding					4,312,500		4,312,500	4,312,500	4,312,500
Class B common stock | Over-Allotment Option
Related Party Transaction
Common stock, shares outstanding				750,000
Common stock not subject to forfeiture, Shares					562,500		562,500
Class B common stock | Sponsor
Related Party Transaction
Stock issued during period, Shares, Issued for services				5,750,000
Stock repurchased during period, Shares			1,437,500
Stock repurchased during period, Value			$ 6,250
Common stock, Threshold percentage on conversion of shares					20%		20%
Class A common stock | Private Placement Warrants
Related Party Transaction
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
[1] Includes an aggregate of up to 562,500 Class B shares subject to forfeiture if the over-allotment option is not exercised in full (see Note 4).

Commitments and Contingencies (

Commitments and Contingencies (Details) - Under Writing Agreement	9 Months Ended
	Sep. 30, 2022 USD ($)
Commitments and Contingencies
Percentage of the per unit offering price paid as underwriting discount	2%
Percentage of the gross offering proceeds payable as deferred underwriting discount	3.50%
Deferred under writing discount payable	$ 6,037,500

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares	Nov. 29, 2021 $ / shares
Warrants
Number of days after business combination within which registration statement shall be effective	60 days
Number of days after consummation of business combination within which the securities shall be registered	15 days
Number of days after business combination within which securities registration shall be effective	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Warrants and rights outstanding, Term	5 years
Public Warrants | After The Completion Of Business Combination
Warrants
Class of warrant or right, Number of days after which warrants or rights becomes exercisable	30 days
Public Warrants | From The Completion Of Initial Public Offer
Warrants
Class of warrant or right, Number of months after which warrants or rights becomes exercisable	12 months
Class A common stock | Public Warrants
Warrants
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Class A common stock | Public Warrants | Adjusted Exercise Price One
Warrants
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60
Number of trading days for determining the share price	$ 20
Issue price per share	9.20
Stock price trigger for redemption of public warrants	18
Class of warrants or rights redemption price per unit	$ 0.01
Number of consecutive trading days for determining the share price	30 days
Class A common stock | Public Warrants | Maximum | Adjusted Exercise Price One
Warrants
Adjusted exercise price of warrants as a percentage of newly issued price	180
Class A common stock | Public Warrants | Minimum | Adjusted Exercise Price One
Warrants
Adjusted exercise price of warrants as a percentage of newly issued price	115

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, par value (per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000		100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Class A Common stock subject to redemption
Class of Stock [Line Items]
Temporary Equity, Shares Issued	17,250,000
Temporary equity, shares outstanding	17,250,000		17,250,000
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000		10,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Common Stock, Shares, Issued	4,312,500	4,312,500	4,312,500
Common Stock, Shares, Outstanding	4,312,500	4,312,500	4,312,500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended	7 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Income Taxes
Effective tax rate (as a percent)		0%	0%		0%	24%
Statutory tax rate (as a percent)	21%	21%		21%		21%
Uncertain tax positions		$ 0				$ 0	$ 0