Berenson Acquisition Corp. I (BACA) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information [Line Items]
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
Current Fiscal Year End Date	--12-31
Entity File Number	001-40843
Entity Registrant Name	BERENSON ACQUISITION CORP. I
Entity Central Index Key	0001869673
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1070217
Entity Address, Address Line One	667 Madison Avenue
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	212
Local Phone Number	935-7676
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	BACA WS
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BACA
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,510,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,877,500
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share and one-half of one Warrant
Trading Symbol	BACA.U
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 147,476	$ 670,762
Prepaid expenses and other assets	279,986	413,338
Total current assets	427,462	1,084,100
Prepaid expenses and other assets, net of current portion	0	250,786
Marketable securities held in Trust Account	276,655,160	275,105,128
TOTAL ASSETS	277,082,622	276,440,014
CURRENT LIABILITIES:
Accounts payable	19,378	35,194
Accrued expenses	369,813	56,600
Income tax payable	270,578	0
Franchise tax payable	78,890	117,310
Total current liabilities	738,659	209,104
Deferred warrant liabilities	1,062,850	10,278,380
Deferred underwriting fee payable	9,628,500	9,628,500
TOTAL LIABILITIES	11,430,009	20,115,984
Commitments and Contingencies (Note 7)
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 27,510,000 shares issued and outstanding, subject to possible redemption at $10.00 per share	275,100,000	271,100,000
Stockholder's equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,877,500 shares issued and outstanding as of September 30, 2022 and December 31, 2021	688	688
Accumulated deficit	(9,448,075)	(18,776,658)
Total stockholder's deficit	(9,447,387)	(18,775,970)
TOTAL LIABILITIES AND CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	$ 277,082,622	$ 276,440,014

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary equity, Par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity, Shares authorized	200,000,000	200,000,000
Temporary equity, Shares issued	27,510,000	27,510,000
Temporary equity, Shares outstanding	27,510,000	27,510,000
Temporary equity, Redemption price per share	$ 10	$ 10
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	6,877,500	6,877,500
Common stock shares outstanding	6,877,500	6,877,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 215,009	$ 1,530	$ 4,230	$ 1,017,019
Franchise tax expenses	50,000	150,000	150,000	150,000
Loss from operations	265,009	151,530	154,230	1,167,019
Other income (expense)
Interest income	459	0	0	618
Change in fair value of derivative warrant liabilities	1,913,130	0	0	9,215,530
Interest income on trust	1,152,365	0	0	1,550,032
Offering costs associated with derivative warrant liabilities	0	(1,713,531)	(1,713,531)	0
Total other income (expenses)	3,065,954	(1,713,531)	(1,713,531)	10,766,180
Net income (loss) before income taxes	2,800,945	(1,865,061)	(1,867,761)	9,599,161
Income tax expense	(270,578)	0	0	(270,578)
Net income (loss) allocable to common stockholders	$ 2,530,367	$ (1,865,061)	$ (1,867,761)	$ 9,328,583
Redeemable Class A Common Stock [Member]
Other income (expense)
Weighted average shares outstanding, Basic	27,510,000	277,778	204,918	27,510,000
Weighted average shares outstanding, Diluted	27,510,000	277,778	204,918	27,510,000
Basic net income per share	$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Diluted net income per share	$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Non Redeemable Common Stock [Member]
Other income (expense)
Weighted average shares outstanding, Basic	6,877,500	7,817,500	5,714,652	6,877,500
Weighted average shares outstanding, Diluted	6,877,500	7,817,500	5,714,652	6,877,500
Basic net income per share	$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Diluted net income per share	$ 0.07	$ (0.25)	$ (0.32)	$ 0.27

Condensed Statement of Changes

Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit - USD ($)		Total	Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance at May. 31, 2021			$ 0
Beginning balance (shares) at May. 31, 2021			0
Beginning balance at May. 31, 2021		$ 0		$ 0	$ 0	$ 0
Beginning balance (shares) at May. 31, 2021				0
Issuance of class B common stock to sponsor	[1]	25,000		$ 719	24,281	0
Issuance of Class B common stock to Sponsor (shares)	[1]			7,187,500
Net income (loss)		(2,700)				(2,700)
Ending balance (shares) at Jun. 30, 2021				7,187,500
Ending balance at Jun. 30, 2021		22,300		$ 719	24,281	(2,700)
Ending balance (shares) at Jun. 30, 2021			0
Ending balance at Jun. 30, 2021			$ 0
Beginning balance at May. 31, 2021			$ 0
Beginning balance (shares) at May. 31, 2021			0
Beginning balance at May. 31, 2021		0		$ 0	0	0
Beginning balance (shares) at May. 31, 2021				0
Net income (loss)		(1,867,761)
Ending balance (shares) at Sep. 30, 2021				7,187,500
Ending balance at Sep. 30, 2021		(26,440,701)		$ 719	0	(26,441,420)
Ending balance (shares) at Sep. 30, 2021			25,000,000
Ending balance at Sep. 30, 2021			$ 250,000,000
Beginning balance at Jun. 30, 2021			$ 0
Beginning balance (shares) at Jun. 30, 2021			0
Beginning balance at Jun. 30, 2021		22,300		$ 719	24,281	(2,700)
Beginning balance (shares) at Jun. 30, 2021				7,187,500
Sale of units in initial public offering and overallotment option less allocation to derivative warrant liabilities, gross			$ 237,875,000
Sale of units in initial public offering and overallotment option less allocation to derivative warrant liabilities, gross (shares)			25,000,000
Offering costs			$ (13,552,045)
Excess cash received over the fair value of private placement warrants		70,000			70,000
Excess fair value of founder shares attributable to the anchor investors		1,009,105			1,009,105
Deemed dividend to Class A stockholders		(25,677,045)	$ 25,677,045		(1,103,386)	(24,573,659)
Net income (loss)		(1,865,061)				(1,865,061)
Ending balance (shares) at Sep. 30, 2021				7,187,500
Ending balance at Sep. 30, 2021		(26,440,701)		$ 719	0	(26,441,420)
Ending balance (shares) at Sep. 30, 2021			25,000,000
Ending balance at Sep. 30, 2021			$ 250,000,000
Beginning balance at Dec. 31, 2021		271,100,000	$ 275,100,000
Beginning balance (shares) at Dec. 31, 2021			27,510,000
Beginning balance at Dec. 31, 2021		(18,775,970)		$ 688	0	(18,776,658)
Beginning balance (shares) at Dec. 31, 2021				6,877,500
Net income (loss)		4,130,563				4,130,563
Ending balance (shares) at Mar. 31, 2022				6,877,500
Ending balance at Mar. 31, 2022		(14,645,407)		$ 688	0	(14,646,095)
Ending balance (shares) at Mar. 31, 2022			27,510,000
Ending balance at Mar. 31, 2022			$ 275,100,000
Beginning balance at Dec. 31, 2021		271,100,000	$ 275,100,000
Beginning balance (shares) at Dec. 31, 2021			27,510,000
Beginning balance at Dec. 31, 2021		(18,775,970)		$ 688	0	(18,776,658)
Beginning balance (shares) at Dec. 31, 2021				6,877,500
Net income (loss)		9,328,583
Ending balance (shares) at Sep. 30, 2022				6,877,500
Ending balance at Sep. 30, 2022		(9,447,387)		$ 688	0	(9,448,075)
Ending balance (shares) at Sep. 30, 2022			27,510,000
Ending balance at Sep. 30, 2022		275,100,000	$ 275,100,000
Beginning balance at Mar. 31, 2022			$ 275,100,000
Beginning balance (shares) at Mar. 31, 2022			27,510,000
Beginning balance at Mar. 31, 2022		(14,645,407)		$ 688	0	(14,646,095)
Beginning balance (shares) at Mar. 31, 2022				6,877,500
Net income (loss)		2,667,653				2,667,653
Ending balance (shares) at Jun. 30, 2022				6,877,500
Ending balance at Jun. 30, 2022		(11,977,754)		$ 688	0	(11,978,442)
Ending balance (shares) at Jun. 30, 2022			27,510,000
Ending balance at Jun. 30, 2022			$ 275,100,000
Net income (loss)		2,530,367				2,530,367
Ending balance (shares) at Sep. 30, 2022				6,877,500
Ending balance at Sep. 30, 2022		(9,447,387)		$ 688	$ 0	$ (9,448,075)
Ending balance (shares) at Sep. 30, 2022			27,510,000
Ending balance at Sep. 30, 2022		$ 275,100,000	$ 275,100,000
[1]This number included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2021 the Sponsor forfeited 310,000 shares of Class B common stock.

Condensed Statement of Change_2

Condensed Statement of Changes in Redeemable Common Stock and Stockholders' Deficit (Parenthetical) - Common Class B [Member] - shares		1 Months Ended
	Nov. 12, 2021	Jun. 30, 2021
Sponsor [Member]
Number of shares forfeited	310,000
Over-Allotment Option [Member]
Number of shares of common stock subject to forfeiture		937,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (1,867,761)	$ 9,328,583
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend income from trust account		(1,550,032)
Change in fair value of derivative warrant liabilities	0	(9,215,530)
Offering costs associated with derivative warrant liabilities	1,713,531
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(796,658)	384,138
Accounts payable	1,530	(15,816)
Accrued expenses	0	313,213
Income tax payable	0	270,578
Franchise tax payable	150,000	(38,420)
Net cash used in operating activities	(799,358)	(523,286)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash deposited in Trust Account	(250,000,000)
Net cash used in financing activities	(250,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Proceeds from note payable to related party	176,000	0
Repayment of note payable to related party	(176,000)
Proceeds received from initial public offering, gross	250,000,000	0
Proceeds received from private placement warrants	7,000,000	0
Offering costs paid	(5,506,471)
Net cash provided by financing activities	251,518,529	0
NET (DECREASE) INCREASE IN CASH	719,171	(523,286)
CASH BEGINNING OF PERIOD	0	670,762
CASH END OF PERIOD	719,171	$ 147,476
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Deferred underwriting commissions	8,750,000
Deemed dividend to Class A stockholders	$ 25,677,045

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 1 Berenson Acquisition Corp. I (the “Company”) was incorporated in Delaware on June 1, 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 (a “Business Combination”). Although the Company is not limited to a particular industry or geographical location, the Company intends to focus its search on a target business operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion. As of September 30, 2022 and December 31, 2021, the Company had not commenced any operations. All activity through September 30, 2022 and December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company does not intend to generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company intends to generate non-operating On September 27, 2021, the registration statement on Form S-1 No. 333-259470) one-half Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. On October 22, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional Units at $10.00 per Unit, generating additional gross proceeds of $25,100,000. In addition, on October 22, 2021, simultaneously with the partial exercise of the over-allotment option by the underwriters, the Sponsor purchased an additional 502,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating additional gross proceeds of $502,000. Transaction costs amounted to $16,646,076, consisting of $5,502,000 of underwriting commissions, $9,628,500 of deferred underwriting commissions, $1,009,105 for the excess fair value of founder shares attributable to the anchor investors (see Note 4) and $506,471 of other offering costs. A total of $275,100,000 (or $10.00 per Unit) of the net proceeds of the sale of the Units (including the partial exercise of the over-allotment option) in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the United States and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 pre-initial The public shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) Liquidity, Capital Resources and Going Concern As of September 30, 2022, the Company had $147, 476 , or the income taxes payable obligations of $270,578 In order to fund working capital deficiencies or 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 will loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Business Combination, it expects to repay any Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $176,000 under an unsecured promissory note (as discussed in Note 4). The Company repaid the promissory note in full on September 30, 2021. The Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Initial Public Offering and sale of the Private Placement Warrants held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40,

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, since the accompanying interim unaudited financial statements are condensed, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Accounting Standards Adoption Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”). approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1— Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2— Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3— Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. Derivative Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC Topic 815-40, 815-40”) 815-40, Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2022 and December 31, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). If the Business Combination is completed on or before December 31, 2022, the Company would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax. Net income per Share of Common Stock Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Three Months Ended Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 2,024,294 $ (69,398 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 277,778 Basic and diluted net income (loss) per share $ 0.07 $ (0.25 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 506,073 $ (1,795,664 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 7,187,500 Basic and diluted net income (loss) per share 0.07 $ (0.25 ) For the period June 1, 2021 (inception) Nine Months through Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 7,462,866 $ (64,656 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 204,918 Basic and diluted net income per share $ 0.27 $ (0.32 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 1,865,717 $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 5,714,652 Basic and diluted net income (loss) per share $ 0.27 $ (0.32 ) Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Proposed Public Offering [Abstract]
Initial Public Offering	NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,510,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.01 per warrants upon not less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s public shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading Eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased Units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units sold in the Initial Public Offering.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4—RELATED PARTY TRANSACTIONS Founder Shares On June 25, 2021, the Sponsor purchased an aggregate of 7,187,500 Founder Shares for an aggregate purchase price of $25,000. In September 2021, the Sponsor transferred an aggregate of 25,000 founder shares (for a total of 125,000 founder shares) to each of its independent directors and special advisor at their original purchase price. Subsequently, on September 30, 2021, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. Following the expiration of the underwriter’s over-allotment option, on November 12, 2021 the Sponsor forfeited 310,000 Founder Shares. At September 30, 2022 and December 31, 2021, there were 6,877,500 Founder Shares issued and outstanding. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable by the initial stockholders until the earlier of (i) one year after the completion of an initial Business Combination and (ii) subsequent to the initial Business Combination, (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading property. In connection with each anchor investor purchasing 100% of the Units allocated to it in the Initial Public Offering, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be Since a portion of the Initial Public Offering consisted of warrants that are accounted for as liabilities, a portion of the excess of fair value was expensed to the statement of operations. Private Placement Warrants Simultaneously with the consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased from the Company 7,502,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,502,000, in private placements. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. 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. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants issued as part of the Units in the Initial Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. In addition, the Private Placement Warrants (and the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of a Business Combination. If the Company does not complete a Business Combination by March 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Related Party Loans In addition, in order to fund working capital deficiencies or 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 will loan the Company the Working Capital Loans. If the Company completes its Business Combination, it expects to repay any Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. Administrative Services Agreement The Company entered into an agreement with the Sponsor pursuant to which, commencing on September 28, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000, respectively for these services, which is included in accrued expenses in the accompanying balance sheet and general and administrative expenses in the accompanying statement of operations.

Stockholder's Deficit

Stockholder's Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholder's Equity	NOTE 5—STOCKHOLDERS’ DEFICIT Preferred Stock— Class A Common Stock— Class B Common Stock— Prior to a Business Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of the Company’s board of directors for any reason. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a stockholder vote except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 6—FAIR VALUE MEASUREMENTS The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of September 30, 2022 and December 31, 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 276,655,160 $ — $ — $ 276,655,160 $ 276,655,160 $ — $ — $ 276,655,160 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 275,105,128 $ — $ — $ 275,105,128 $ 275,105,128 $ — $ — $ 275,105,128 The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 687,750 $ — $ — $ 687,750 Private Placement Warrants — 375,100 — 375,100 Total $ 687,750 $ 375,100 $ — $ 1,062,850 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,602,400 $ — $ — $ 6,602,400 Private Placement Warrants — — 3,675,980 3,675,980 Total $ 6,602,400 $ — $ 3,675,980 $ 10,278,380 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was a modified Black-Scholes valuation model using inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield. The valuation methodology used at September 30, 2022 was based on quoted prices from a similar financial instrument in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table presents a summary of the changes in fair value of the Private Placement Warrants, as of March 31, 2022. Warrant liabilities at January 1, 2022 $ 3,675,980 Transfer of Private Placement Warrants From Level 3 to Level 2 (2,025,540 ) Change in fair value of Private Placement Warrant liabilities (1,650,440 ) Private Placement Warrant liabilities $ —

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7—COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters of the Initial Public Offering are entitled to a deferred underwriting commission of $9,628,500. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 8—SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On November 8, 2022, the Company filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) relating to the special meeting of the stockholders that is anticipated to be held in 2022 to approve an amendment to the Company’s amended and restated certificate of incorporation which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the “Extension”) for an additional six months, from March 30, 2023 to September 30, 2023, or such earlier date as determined by the Company’s board of directors (such later date, the “Extended Date,” and such proposal, the “Charter Amendment Proposal”). The Company will also seek shareholder approval to amend the Investment Management Trust Agreement, dated as of September 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the Extension to the Extended Date pursuant to the Charter Amendment (the “Trust Amendment Proposal”). The Company will also seek shareholder approval for the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, since the accompanying interim unaudited financial statements are condensed, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
Accounting Standards Adoption	Accounting Standards Adoption Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Cash Held in Trust Account	Cash Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”). approximates the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1— Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2— Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3— Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
Derivate Liabilities	Derivative Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC Topic 815-40, 815-40”) 815-40,
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2022 and December 31, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). If the Business Combination is completed on or before December 31, 2022, the Company would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax.
Net income per Common Stock Shares	Net income per Share of Common Stock Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Three Months Ended Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 2,024,294 $ (69,398 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 277,778 Basic and diluted net income (loss) per share $ 0.07 $ (0.25 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 506,073 $ (1,795,664 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 7,187,500 Basic and diluted net income (loss) per share 0.07 $ (0.25 ) For the period June 1, 2021 (inception) Nine Months through Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 7,462,866 $ (64,656 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 204,918 Basic and diluted net income per share $ 0.27 $ (0.32 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 1,865,717 $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 5,714,652 Basic and diluted net income (loss) per share $ 0.27 $ (0.32 )
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Three Months Ended Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 2,024,294 $ (69,398 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 277,778 Basic and diluted net income (loss) per share $ 0.07 $ (0.25 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 506,073 $ (1,795,664 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 7,187,500 Basic and diluted net income (loss) per share 0.07 $ (0.25 ) For the period June 1, 2021 (inception) Nine Months through Ended September September 30, 30, 2022 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 7,462,866 $ (64,656 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 27,510,000 204,918 Basic and diluted net income per share $ 0.27 $ (0.32 ) Class B Common Stock Numerator: Net income (loss) minus Net Earnings Net income (loss) allocable to Class B Common Stock $ 1,865,717 $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,877,500 5,714,652 Basic and diluted net income (loss) per share $ 0.27 $ (0.32 )

Fair Value Measurements - (Tabl

Fair Value Measurements - (Table)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis	The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of September 30, 2022 and December 31, 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 276,655,160 $ — $ — $ 276,655,160 $ 276,655,160 $ — $ — $ 276,655,160 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 275,105,128 $ — $ — $ 275,105,128 $ 275,105,128 $ — $ — $ 275,105,128
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis	The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 687,750 $ — $ — $ 687,750 Private Placement Warrants — 375,100 — 375,100 Total $ 687,750 $ 375,100 $ — $ 1,062,850 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,602,400 $ — $ — $ 6,602,400 Private Placement Warrants — — 3,675,980 3,675,980 Total $ 6,602,400 $ — $ 3,675,980 $ 10,278,380
Summary Of The Changes In Fair Value of The Public and Private Placement Warrants	The following table presents a summary of the changes in fair value of the Private Placement Warrants, as of March 31, 2022. Warrant liabilities at January 1, 2022 $ 3,675,980 Transfer of Private Placement Warrants From Level 3 to Level 2 (2,025,540 ) Change in fair value of Private Placement Warrant liabilities (1,650,440 ) Private Placement Warrant liabilities $ —

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)					1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
		Oct. 22, 2021	Sep. 30, 2021	Jun. 25, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Entity incorporation, Date of incorporation								Jun. 01, 2021
Term of restricted investments								185 days
Share Price								$ 10
Percentage of public shares to be redeemed in case business combination is not consummated								100%
Proceeds from issue of warrants							$ 7,000,000	$ 0
Cash								147,476	$ 670,762
Proceeds received from initial public offering, gross							250,000,000	0
Proceeds from issuance initial public offering and warrants								275,100,000
Total transaction costs								16,646,076
Payment for underwriting expenses								5,502,000
Excess fair value of founder shares attributable to the anchor investors								1,009,105
Other offering costs								506,471
Net working capital								39,000
Accrual for taxes other than income taxes, Current								78,890	117,310
Stock issued during period, value, issued for services	[1]				$ 25,000
Proceeds from note payable to related party							$ 176,000	0
Deferred underwriting commissions noncurrent								9,628,500
Business combination minimum enterprise value for acquisition								1,000,000,000
Income tax payable								270,578	$ 0
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Proceeds from issue of warrants								7,000,000
Sponsor [Member] | Related Party Note [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Proceeds from note payable to related party								176,000
Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares						25,000,000
Founder Shares [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares				7,187,500
Stock issued during period, value, issued for services				$ 25,000				$ 25,000
Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Class of warrants or rights issued during period, Warrants		502,000
Class of warrants or rights issued during period, Warrants, Price per warrant		$ 1
Proceeds from Issuance of Private Placement		$ 502,000
IPO [Member] | Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares			25,000,000					27,510,000
Warrants exercise price per share								$ 11.5
Common stock conversion basis								each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Shares issuable warrant								1
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares		2,510,000
Share Price		$ 10
Proceeds received from initial public offering, gross		$ 25,100,000
Proposed Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Proceeds received from initial public offering, gross								$ 250,000,000
Proposed Public Offering [Member] | Founder Shares [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Stock issued during the period shares								1,872,159
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation [Line Items]
Class of warrants or rights issued during period, Warrants								7,000,000
Class of warrants or rights issued during period, Warrants, Price per warrant								$ 1
[1]This number included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2021 the Sponsor forfeited 310,000 shares of Class B common stock.

Significant Accounting Polici_4

Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Redeemable Class A Common Stock [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net income (loss) allocable to Class A Common Stock subject to possible redemption		$ 2,024,294	$ (69,398)	$ (64,656)	$ 7,462,866
Denominator: Weighted Average Common Stock
Basic weighted average shares outstanding		27,510,000	277,778	204,918	27,510,000
Diluted weighted average shares outstanding		27,510,000	277,778	204,918	27,510,000
Basic net income per share		$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Diluted net income per share		$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Common Class A [Member]
Denominator: Weighted Average Common Stock
Basic weighted average shares outstanding		27,510,000	277,778	204,918	27,510,000
Diluted weighted average shares outstanding		27,510,000	277,778	204,918	27,510,000
Basic net income per share	$ (0.32)	$ 0.07	$ (0.25)		$ 0.27
Diluted net income per share		$ 0.07	$ (0.25)	$ (0.32)	$ 0.27
Common Class B [Member]
Numerator: Earnings allocable to Class B common stock
Net income (loss) allocable to Class B Common Stock		$ 506,073	$ (1,795,664)	$ (1,803,105)	$ 1,865,717
Denominator: Weighted Average Common Stock
Basic weighted average shares outstanding		6,877,500	7,187,500	5,714,652	6,877,500
Diluted weighted average shares outstanding		6,877,500	7,187,500	5,714,652	6,877,500
Basic net income per share	$ (0.32)	$ 0.07	$ (0.25)		$ 0.27
Diluted net income per share		$ 0.07	$ (0.25)	$ (0.32)	$ 0.27

Significant Accounting Polici_5

Significant Accounting Policies - Additional Information (Detail) - USD ($)		9 Months Ended
	Aug. 16, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	May 31, 2021
Significant Accounting Policies [Line Items]
Cash equivalents		$ 0			$ 0
Cash FDIC insured amount		250,000
Unrecognized tax benefits		0
Unrecognized tax benefits, income tax penalities and interest accrued		0
Share based payment arrangement, expense		$ 0
Inflation Reduction Act of 2022 [Member]
Significant Accounting Policies [Line Items]
Percentage of federal excise tax on stock buy back	1%
Common Class A [Member]
Significant Accounting Policies [Line Items]
Temporary equity, Shares outstanding		27,510,000	27,510,000	27,510,000	27,510,000	25,000,000	0	0
Class of warrants or rights, Number of securities called by warrant or rights		21,257,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares		3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Public Offering [Line Items]
Share price			$ 10
Number of days after consummation of business combination within which the securities shall be registered			20 days
Percentage of purchased units in IPO to the Public Offering			9.90%
Public Shares [Member]
Public Offering [Line Items]
Number of trading days determining share price			20 days
Number of days determining share price			30 days
Public Shares [Member] | Share Price Equals Or Exceeds Eighteen USD [Member]
Public Offering [Line Items]
Share price			$ 18
Common Class A [Member]
Public Offering [Line Items]
Stock issued during period new shares issued		25,000,000
Number of days determining share price			10 days
Common Class A [Member] | Share Price Equals Or Exceeds Ten USD [Member]
Public Offering [Line Items]
Share price			$ 10
Redeemable Warrant [Member]
Public Offering [Line Items]
Class of warrant or right, number of days after which warrants or rights exercisable			30 days
Class of warrant or right, number of months after which warrants or rights exercisable			12 months
Period within which business combination shall be consummated from the consummation of initial public offer			18 months
Class of warrant or right, redemption price per warrant			$ 0.01
Minimum notice period			30 days
Number of days after the warrant become exercisable			90 days
Redeemable Warrant [Member] | Common Class A [Member]
Public Offering [Line Items]
Class of warrant or right, redemption price per warrant			$ 0.1
Minimum notice period			30 days
IPO [Member] | Common Class A [Member]
Public Offering [Line Items]
Stock issued during period new shares issued	25,000,000		27,510,000
Shares issued price per share			$ 10
Warrants exercise price per share			11.5
IPO [Member] | Redeemable Warrant [Member] | Common Class A [Member]
Public Offering [Line Items]
Warrants exercise price per share			$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)

1 Months Ended

3 Months Ended

4 Months Ended

9 Months Ended

Nov. 12, 2021

Sep. 30, 2021

Sep. 28, 2021

Sep. 15, 2021

Jun. 25, 2021

Jun. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2021

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

May 31, 2021

Related Party Transaction [Line Items]

Proceeds from issue of warrants

$ 7,000,000

$ 0

Stock issued during period, value, issued for services

[1]

$ 25,000

Accrued Expenses Member [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 30,000

90,000

General and Administrative Expense [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 30,000

$ 90,000

Common Class A [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

25,000,000

Temporary equity, Shares outstanding

25,000,000

0

27,510,000

25,000,000

25,000,000

27,510,000

27,510,000

27,510,000

27,510,000

0

Temporary equity, Shares issued

27,510,000

27,510,000

27,510,000

Common Class A [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Warrants exercise price per share

$ 11.5

$ 11.5

Sponsor [Member]

Related Party Transaction [Line Items]

Proceeds from issue of warrants

$ 7,000,000

Sponsor [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Minimum lock In period for transfer, assign or sell warrants after completion of IPO

30 days

Sponsor [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Debt converted to shares amount

$ 1,500,000

Debt conversion price

$ 1

Stock issued during period new shares issued

7,187,500

Stock issued during period, value, issued for services

$ 25,000

$ 25,000

Shares issued, shares, share-based payment arrangement, forfeited

310,000

Temporary equity, Shares outstanding

6,877,500

6,877,500

6,877,500

Number of Shares Issued in Transaction

1,872,159

Temporary equity, Shares issued

6,877,500

6,877,500

6,877,500

Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

25,000

Sponsor [Member] | Founder Shares [Member] | Administration And Support Services [Member]

Related Party Transaction [Line Items]

Related party transaction fees payable per month

$ 10,000

Sponsor [Member] | Founder Shares [Member] | Maximum [Member] | Independent Directors [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

125,000

Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds To Twelve Per Share [Member]

Related Party Transaction [Line Items]

Share transfer, trigger price per share

$ 12

$ 12

$ 12

Number of consecutive trading days for determining share price

20 days

Number of trading days for determining share price

30 days

Threshold number of trading days for determining share price from date of business combination

150 days

Proposed Public Offering [Member] | Sponsor [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued during period new shares issued

1,872,159

Shares issued price per share

$ 7.274

$ 7.274

Equity method investment ownership percentage

100%

100%

Equity method investment, aggregate cost

$ 13,610,087

$ 13,610,087

Private Placement [Member] | Sponsor [Member] | Private Placement Warrant [Member]

Related Party Transaction [Line Items]

Proceeds from issue of warrants

$ 7,502,000

Class of warrants or rights issued during period, Warrants

7,502,000

Class of warrants or rights issued during period, Warrants, Price per warrant

$ 1

$ 1

[1]This number included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2021 the Sponsor forfeited 310,000 shares of Class B common stock.

Stockholder's Deficit - Additi

Stockholder's Deficit - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	May 31, 2021
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000			1,000,000
Preferred stock par or stated value per share	$ 0.0001			$ 0.0001
Preferred stock shares issued	0			0
Preferred stock shares outstanding	0			0
Common Class A [Member]
Class of Stock [Line Items]
Temporary equity, Par or stated value per share	$ 0.0001			$ 0.0001
Temporary equity, Shares authorized	200,000,000			200,000,000
Temporary equity, Shares issued	27,510,000			27,510,000
Temporary equity, Shares outstanding	27,510,000	27,510,000	27,510,000	27,510,000	25,000,000	0	0
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Common stock, threshold percentage on conversion of shares	20%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000			20,000,000
Common stock par or stated value per share	$ 0.0001			$ 0.0001
Common stock shares issued	6,877,500			6,877,500
Common stock shares outstanding	6,877,500			6,877,500

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Assets Measured on Recurring and Nonrecurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	$ 276,655,160	$ 275,105,128
US Treasury Securities [Member]
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	276,655,160	275,105,128
Level 1
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	276,655,160	275,105,128
Level 1 | US Treasury Securities [Member]
Assets, Fair Value Disclosure [Abstract]
U.S. Treasury Securities held in Trust Account	$ 276,655,160	$ 275,105,128

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Liabilities:
Derivative Liability	$ 1,062,850	$ 10,278,380
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative Liability	687,750	6,602,400
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative Liability	375,100
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative Liability		3,675,980
Warrant Securities [Member] | Redeemable Warrants
Liabilities:
Derivative Liability	687,750	6,602,400
Warrant Securities [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative Liability	687,750	6,602,400
Warrant Securities [Member] | Private Placement Warrants
Liabilities:
Derivative Liability	375,100	3,675,980
Warrant Securities [Member] | Private Placement Warrants | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative Liability	$ 375,100
Warrant Securities [Member] | Private Placement Warrants | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative Liability		$ 3,675,980

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Description Fair Value Measurements, Valuation Processes	The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was a

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of The Changes In Fair Value of The Public and Private Placement Warrants (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities at January 1, 2022	$ 3,675,980
Transfer of Private Placement Warrants From Level 3 to Level 2	(2,025,540)
Change in fair value of Private Placement Warrant liabilities	(1,650,440)
Private Placement Warrant liabilities	$ 0

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 USD ($) Demand	Dec. 31, 2021 USD ($)
Commitments And Contingencies [Line Items]
Deferred Compensation Liability, Classified, Noncurrent	$ 9,628,500	$ 9,628,500
Underwriters Agreement [Member]
Commitments And Contingencies [Line Items]
Number Of Demands That Can Be Made | Demand	3
Deferred Compensation Liability, Classified, Noncurrent	$ 9,628,500