Burtech Acquisition (BRKH) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-41139
Entity Registrant Name	BURTECH ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2708752
Entity Address, Address Line One	1300 Pennsylvania Ave NW, Suite 700
Entity Address, City or Town	Washington
Entity Address State Or Province	DC
Entity Address, Postal Zip Code	20004
City Area Code	202
Local Phone Number	600-5757
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001871638
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant to purchase one share of Class A common stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock and one Redeemable Warrant to purchase one share of Class A common stock for $11.50 per share
Trading Symbol	BRKHU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BRKH
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,750,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	BRKHW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,487,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 480,348	$ 1,539,548
Other Assets	253,740	326,478
Total current assets	734,088	1,866,026
Other Assets, non-current	33,915	61,718
Investments held in Trust Account	293,553,956	291,813,399
Total Assets	294,321,959	293,741,143
Current liabilities:
Accrued offering costs and expenses	139,121	548,159
Franchise tax payable	150,000
Promissory Note - Related Party		144,746
Income Tax Payable	333,414
Due to related party		7,097
Total current liabilities	622,535	700,002
Deferred underwriting commissions	10,062,500	10,062,500
Total Liabilities	10,685,035	10,762,502
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.20 and $10.15 as of September 30, 2022 and December 31, 2021, respectively	293,056,524	291,812,500
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(9,420,682)	(8,834,941)
Total Stockholders' Deficit	(9,419,600)	(8,833,859)
Total Liabilities and Stockholders' Deficit	294,321,959	293,741,143
Class A common stock subject to redemption
Current liabilities:
Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.20 and $10.15 as of September 30, 2022 and December 31, 2021, respectively	293,056,524	291,812,500
non-redeemable Class A common stock
Stockholders' Deficit:
Common stock	133	133
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 949	$ 949

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	280,000,000	280,000,000
Class A common stock subject to redemption
Class A common stock subject to possible redemption, issued (in shares)	28,750,000	28,750,000
Class A common stock subject to possible redemption, outstanding (in shares)	28,750,000	28,750,000
Class A common stock subject to possible redemption, redemption value (per share)	$ 10.19	$ 10.15
non-redeemable Class A common stock
Common stock, shares issued	1,329,500	1,329,500
Common stock, shares outstanding	1,329,500	1,329,500
Class B Common Stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	9,487,500	9,487,500
Common stock, shares outstanding	9,487,500	9,487,500

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, 2022
Formation and operating costs	$ 280,519	$ 500	$ 595,928
Franchise Tax Expense	121,985		152,932
Franchise tax expense	121,985		152,932
Loss from operations	(402,504)	(500)	(748,860)
Other income:
Interest income earned on Trust	1,317,125		1,740,557
Total other income	1,317,125		1,740,557
Income (Loss) before provision for income taxes	914,621	(500)	991,697
Provision for income taxes	(252,738)		(333,414)
Net income (loss)	$ 661,883	$ (500)	$ 658,283
Class A common stock subject to redemption
Other income:
Weighted average shares outstanding, basic	28,750,000		28,750,000
Weighted average shares outstanding, diluted	28,750,000		28,750,000
Basic net income (loss) per common stock	$ 0.02		$ 0.02
Diluted net income (loss) per common stock	$ 0.02		$ 0.02
non-redeemable Class A common stock
Other income:
Weighted average shares outstanding, basic	1,329,500		1,329,500
Weighted average shares outstanding, diluted	1,329,500		1,329,500
Basic net income (loss) per common stock	$ 0.02		$ 0.02
Diluted net income (loss) per common stock	$ 0.02		$ 0.02
Class B Common Stock
Other income:
Weighted average shares outstanding, basic	9,487,500	5,410,967	9,487,500
Weighted average shares outstanding, diluted	9,487,500	5,410,967	9,487,500
Basic net income (loss) per common stock	$ 0.02		$ 0.02
Diluted net income (loss) per common stock	$ 0.02		$ 0.02

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Class A common stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 01, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 01, 2021	0	0
Increase (decrease) in Stockholders' (deficit) equity
Net income (loss)				0	0
Balance at the end at Mar. 31, 2021	$ 0	$ 0	0	0	0
Balance at the end (in shares) at Mar. 31, 2021	0	0
Balance at the beginning at Mar. 01, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 01, 2021	0	0
Increase (decrease) in Stockholders' (deficit) equity
Net income (loss)					(500)
Balance at the end at Sep. 30, 2021		$ 949	24,051	(500)	24,500
Balance at the end (in shares) at Sep. 30, 2021		9,487,500
Balance at the beginning at Mar. 31, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 31, 2021	0	0
Increase (decrease) in Stockholders' (deficit) equity
Issuance of Class B Common Stock		$ 949	24,051		25,000
Issuance of Class B Common Stock (in shares)		9,487,500
Net income (loss)				(500)	(500)
Balance at the end at Jun. 30, 2021		$ 949	24,051	(500)	24,500
Balance at the end (in shares) at Jun. 30, 2021		9,487,500
Increase (decrease) in Stockholders' (deficit) equity
Net income (loss)				0
Balance at the end at Sep. 30, 2021		$ 949	$ 24,051	(500)	24,500
Balance at the end (in shares) at Sep. 30, 2021		9,487,500
Balance at the beginning at Dec. 31, 2021	$ 133	$ 949		(8,834,941)	(8,833,859)
Balance at the beginning (in shares) at Dec. 31, 2021	1,329,500	9,487,500
Increase (decrease) in Stockholders' (deficit) equity
Net income (loss)				(96,922)	(96,922)
Balance at the end at Mar. 31, 2022	$ 133	$ 949		(8,931,863)	(8,930,781)
Balance at the end (in shares) at Mar. 31, 2022	1,329,500	9,487,500
Balance at the beginning at Dec. 31, 2021	$ 133	$ 949		(8,834,941)	(8,833,859)
Balance at the beginning (in shares) at Dec. 31, 2021	1,329,500	9,487,500
Increase (decrease) in Stockholders' (deficit) equity
Net income (loss)					658,283
Balance at the end at Sep. 30, 2022	$ 133	$ 949		(9,420,682)	(9,419,600)
Balance at the end (in shares) at Sep. 30, 2022	1,329,500	9,487,500
Balance at the beginning at Mar. 31, 2022	$ 133	$ 949		(8,931,863)	(8,930,781)
Balance at the beginning (in shares) at Mar. 31, 2022	1,329,500	9,487,500
Increase (decrease) in Stockholders' (deficit) equity
Accretion for common stock subject to redemption amount				(301,602)	(301,602)
Net income (loss)				93,322	93,322
Balance at the end at Jun. 30, 2022	$ 133	$ 949		(9,140,143)	(9,139,061)
Balance at the end (in shares) at Jun. 30, 2022	1,329,500	9,487,500
Increase (decrease) in Stockholders' (deficit) equity
Accretion for common stock subject to redemption amount				(942,422)	(942,422)
Net income (loss)				661,883	661,883
Balance at the end at Sep. 30, 2022	$ 133	$ 949		$ (9,420,682)	$ (9,419,600)
Balance at the end (in shares) at Sep. 30, 2022	1,329,500	9,487,500

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 income (loss)	$ (500)	$ 658,283
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(1,740,557)
Changes in current assets and liabilities:
Other Assets		100,541
Due to related party		(7,097)
Income tax payable		333,414
Franchise tax payable		(150,000)
Accrued offering costs and expenses		(109,038)
Net cash used in operating activities	(500)	(914,454)
Cash flows from financing activities:
Proceeds from issuance of founder shares	25,000
Proceeds from note payable-related party	100,091
Payment of promissory note- related party		(144,746)
Payment of offering costs	(99,491)
Net cash (used in) provided by financing activities	25,600	(144,746)
Net Change in Cash	25,100	(1,059,200)
Cash, beginning of the period		1,539,548
Cash - Ending	$ 25,100	480,348
Non-cash investing and financing transactions:
Accretion of interest income to Class A shares subject to redemption		$ 1,244,024

Organization, Business Operatio

Organization, Business Operation, Liquidity and Capital Resources	9 Months Ended
	Sep. 30, 2022
Organization, Business Operation, Liquidity and Capital Resources
Organization, Business Operation, Liquidity and Capital Resources	Note 1-Organization, Business Operation, Liquidity and Capital Resources BurTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, 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. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the Initial Public Offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is BurTech LP LLC, (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2021 (the “Effective Date”). On December 15, 2021, the Company completed the IPO of 28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”). Each Unit consists of one Class A common stock and one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate of $8,982,500 proceeds. Transaction costs amounted to $16,919,619 consisting of $2,875,000 of underwriting commissions, $10,062,500 of deferred underwriting commissions, $3,456,652 fair value of class A shares issued to the underwriters and $525,467 of other offering costs. In addition, $1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Nasdaq rules require that a company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. The board of directors will make the determination as to the fair market value of the initial Business Combination. If the board of directors is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors. Following the closing of the IPO on December 15, 2021, $291,812,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable 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 will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s 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 require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive $10.15 per share upon redemption. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s charter extending this time period), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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 the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity and Going Concern As of September 30, 2022, the Company had $480,348 in its operating bank accounts, $293,553,956 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital deficit of $594,967. As of September 30, 2022, $1,740,557 of the amount on deposit in the Trust Account represented interest income. Our liquidity needs up to September 30, 2022 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $144,746 and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account. As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. Until the consummation of a Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company expects it will 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 the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, 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") has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete a Business Combination. Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty ​ The Company’s results of operations and 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 the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including reassurance and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. 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 the Company’s ability to complete an initial 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 Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed 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. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021. Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of this financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 these financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the representative shares. 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 equivalents. As of September 30, 2022 and December 31, 2021, the Company had $480,348 and $1,539,548 in cash, respectively, and no cash equivalents. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $293,553,956 and $291,813,399 in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● ● ● 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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs). Net Income/Loss Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three-month period ended ​ For the three-month period ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A ​ Class B ​ ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ ​ common stock common stock common stock ​ common stock ​ common stock ​ common stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 480,935 ​ $ 22,240 $ 158,708 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 28,750,000 ​ 1,329,500 ​ 9,487,500 ​ — ​ ​ — ​ ​ 8,625,000 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 $ 0.02 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Period from ​ ​ For the nine-month period ended ​ March 2, 2021 (Inception) Through ​ ​ September 30, 2022 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B ​ Redeemable Non-redeemable Non-redeemable Redeemable ​ Non-redeemable Non-redeemable ​ ​ common stock ​ common stock ​ common stock ​ Common stock ​ ​ common stock ​ common stock Basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 478,319 ​ $ 22,119 ​ $ 157,845 ​ $ — ​ $ — ​ $ (500) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ ​ 28,750,000 ​ ​ 1,329,500 ​ ​ 9,487,500 ​ ​ — ​ ​ — ​ ​ 5,410,967 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.02 ​ $ — ​ $ — ​ $ — ​ Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company's effective tax rate was 27.63% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 33.62% and 0% for the nine months ended September 30, 2022 and for the period from March 2, 2021 (Inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) (“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. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. The Company’s 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 accompanying unaudited condensed financial statement.

Out-of-Period Item

Out-of-Period Item	9 Months Ended
	Sep. 30, 2022
Out of Period Item
Out-of-Period Item	Note 3- Out-of-Period Item During the nine months ended September 30, 2022, the Company recorded and adjustment to correct prior period understatement of franchise taxes in the amount of approximately $72,000. The correction was primarily caused by an error in calculating the franchise tax expense for the current tax year. Management has concluded that the adjustment is not material to the Company’s consolidated annual and interim financial statements and has recorded the adjustment in the current period’s condensed statements of operations.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 4-Initial Public Offering Public Units On December 15, 2021, the Company consummated its IPO of 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of the over-allotment, at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment. All of the 28,750,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480- 10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Overfunding From Private Placements ​ 4,312,500 Less: ​ ​ Proceeds allocated to Public Warrants ​ (18,781,216) Class A common stock issuance costs ​ (15,701,564) Plus: ​ ​ Accretion of carrying value to redemption value ​ 34,482,780 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 291,812,500 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,244,024 Class A common stock subject to possible redemption, September 30, 2022 ​ ​ 293,056,524 ​

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement
Private Placement	Note 5-Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 898,250 Private Placement Units, at a price of $10.00 per unit, or $8,982,500 in the aggregate, in a private placement. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units 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 Units will be worthless. Each Private Placement Unit will consist of one share of Class A common stock and one redeemable warrant. Each private warrant entitles the holder to purchase one share of Common Stock at a purchase price of $11.50 per share. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 6-Related Party Transactions Founder Shares On May 21, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of Class B common stock outstanding, of which 1,237,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised. On December 15, 2021, the underwriters fully exercised their over-allotment option, hence, 1,237,500 Founder Shares were no longer subject to forfeiture. The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering). The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the reported last 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 day period commencing after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Promissory Note — Related Party The Sponsors agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non- interest bearing, unsecured and due on demand. As of September 30, 2022 and December 31, 2021, the Company had total of borrowings of $0 and $144,746 under the promissory note, respectively. As of the Initial Public Offering date, December 15, 2021, the Company no longer has the ability to utilize the Promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended initial 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 on a non-interest bearing basis as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the placement units. Other than as described above, the terms of the Working Capital Loans by the Sponsor, the Company’s officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Commencing on the effective date of the IPO, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of September 30, 2022 and December 31, 2021, the Company incurred and paid $82,904 and $7,097 for the administrative service fees.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, the representative shares, placement units (including component securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriting Agreement On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee. Additionally, the underwriter is entitled to a deferred underwriting discount of 3.5% of the IPO gross proceeds or $10,062,500, as a result of the underwriter’s over-allotment exercised in full upon the completion of the Company’s initial Business Combination. Representative shares On December 15, 2021, the Company issued to the representative or its designees 431,250 of Class A common stock (“Representative Shares”). The aggregate fair value of the Representative shares was $3,456,652, or $8.02 per share and recorded as offering costs. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. Please see Note 8 for valuation methodology and assumptions used to determine the fair value of the Representative Shares. Right of First Refusal Subject to certain conditions, the Company granted the representative, for a period of 15 months after the date of the consummation of the Business Combination, an irrevocable right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of the Company’s successors or current or future subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 1,329,500 Class A common stock issued or outstanding, excluding 28,750,000 Class A common stock subject to possible redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. As of December 15, 2021, there were 9,487,500 shares of Class B common stock issued and outstanding The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering). The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations etc. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Warrants Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination or 12 months after the closing of the IPO. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable after the closing of the initial Business Combination to use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● ● ● ● 20 commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders; and ● ​ If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 Company’s 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 the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ”Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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 Initial Public Offering, except that they will not be transferable, assignable or saleable until 30 days after the consummation of the initial Business Combination.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other ​ Significant Other ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs ​ ​ September 30, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Marketable Securities ​ $ 293,553,956 ​ $ 293,553,956 ​ $ — ​ $ — ​ ​ $ 293,553,956 ​ $ 293,553,956 ​ $ — ​ $ — ​ ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 10 —  Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statement was issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed 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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed 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. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021.
Emerging Growth Company Status	Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of this financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 these financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the representative shares. 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 equivalents. As of September 30, 2022 and December 31, 2021, the Company had $480,348 and $1,539,548 in cash, respectively, and no cash equivalents.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $293,553,956 and $291,813,399 in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● ● ●
Common Stock Subject to Possible Redemption	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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).
Net Income/Loss Per Common Stock	Net Income/Loss Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three-month period ended ​ For the three-month period ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A ​ Class B ​ ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ ​ common stock common stock common stock ​ common stock ​ common stock ​ common stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 480,935 ​ $ 22,240 $ 158,708 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 28,750,000 ​ 1,329,500 ​ 9,487,500 ​ — ​ ​ — ​ ​ 8,625,000 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 $ 0.02 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Period from ​ ​ For the nine-month period ended ​ March 2, 2021 (Inception) Through ​ ​ September 30, 2022 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B ​ Redeemable Non-redeemable Non-redeemable Redeemable ​ Non-redeemable Non-redeemable ​ ​ common stock ​ common stock ​ common stock ​ Common stock ​ ​ common stock ​ common stock Basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 478,319 ​ $ 22,119 ​ $ 157,845 ​ $ — ​ $ — ​ $ (500) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ ​ 28,750,000 ​ ​ 1,329,500 ​ ​ 9,487,500 ​ ​ — ​ ​ — ​ ​ 5,410,967 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.02 ​ $ — ​ $ — ​ $ —
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company's effective tax rate was 27.63% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 33.62% and 0% for the nine months ended September 30, 2022 and for the period from March 2, 2021 (Inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) (“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. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. The Company’s 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 accompanying unaudited condensed financial statement.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Schedule of reconciliation of basic and diluted net loss per common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three-month period ended ​ For the three-month period ended ​ ​ September 30, 2022 ​ September 30, 2021 ​ Class A Class B Class A ​ Class B ​ ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ Redeemable ​ Non-redeemable ​ Non-redeemable ​ ​ common stock common stock common stock ​ common stock ​ common stock ​ common stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 480,935 ​ $ 22,240 $ 158,708 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 28,750,000 ​ 1,329,500 ​ 9,487,500 ​ — ​ ​ — ​ ​ 8,625,000 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 $ 0.02 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Period from ​ ​ For the nine-month period ended ​ March 2, 2021 (Inception) Through ​ ​ September 30, 2022 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B ​ Redeemable Non-redeemable Non-redeemable Redeemable ​ Non-redeemable Non-redeemable ​ ​ common stock ​ common stock ​ common stock ​ Common stock ​ ​ common stock ​ common stock Basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 478,319 ​ $ 22,119 ​ $ 157,845 ​ $ — ​ $ — ​ $ (500) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ ​ 28,750,000 ​ ​ 1,329,500 ​ ​ 9,487,500 ​ ​ — ​ ​ — ​ ​ 5,410,967 Basic and diluted net income per share ​ $ 0.02 ​ $ 0.02 ​ $ 0.02 ​ $ — ​ $ — ​ $ —

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Schedule of common stock subject to redemption reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Overfunding From Private Placements ​ 4,312,500 Less: ​ ​ Proceeds allocated to Public Warrants ​ (18,781,216) Class A common stock issuance costs ​ (15,701,564) Plus: ​ ​ Accretion of carrying value to redemption value ​ 34,482,780 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 291,812,500 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,244,024 Class A common stock subject to possible redemption, September 30, 2022 ​ ​ 293,056,524

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of Company's assets and liabilities that were measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other ​ Significant Other ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs ​ ​ September 30, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Marketable Securities ​ $ 293,553,956 ​ $ 293,553,956 ​ $ — ​ $ — ​ ​ $ 293,553,956 ​ $ 293,553,956 ​ $ — ​ $ —

Organization, Business Operat_2

Organization, Business Operation, Liquidity and Capital Resources (Details)			3 Months Ended	9 Months Ended
	Dec. 15, 2021 USD ($) $ / shares shares	May 21, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares item shares	Dec. 31, 2021 USD ($)	Dec. 15, 2015 shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 8.02
Number of shares issuable per warrant | shares				1
Transaction costs	$ 16,919,619
Underwriting commissions	2,875,000
Deferred underwriting commissions	10,062,500			$ 10,062,500	$ 10,062,500
Other offering costs	525,467
Fair value of class A shares issued to underwriters	3,456,652
Cash held outside of Trust Account	1,539,541
Working Capital				$ 594,967
Aggregate purchase price	3,456,652		$ 25,000
Condition for future Business Combination number of businesses minimum				1
Cash deposited into trust account	$ 291,812,500
Condition for future Business Combination use of proceeds percentage				80
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100%			100%
Maximum allowed dissolution expenses	$ 100,000			$ 100,000
Investments held in Trust Account				293,553,956	291,813,399
Deposit in trust account				1,740,557
Amount in operating bank accounts				$ 480,348	1,539,548
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	898,250
Price of warrant | $ / shares	$ 10
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	28,750,000
Purchase price, per unit | $ / shares	$ 10.15			$ 10.15
Exercise price of warrants | $ / shares	$ 11.50
Number of shares in a unit | shares	1
Number of shares issuable per warrant | shares	1
Investments, maximum maturity term	185 days
Transaction costs	$ 16,919,619
Underwriting commissions	2,875,000
Deferred underwriting commissions	10,062,500
Other offering costs	$ 525,467
Months to complete acquisition | item				15
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares	$ 11.50
Number of shares in a unit | shares	1
Number of shares issuable per warrant | shares	1
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares	$ 11.50
Number of shares in a unit | shares	1
Number of shares issuable per warrant | shares	1
Proceeds allocated to Public Warrants	$ 8,982,500
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	898,250
Price of warrant | $ / shares	$ 10
Proceeds allocated to Public Warrants	$ 8,982,500
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	3,750,000
Purchase price, per unit | $ / shares	$ 10
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares						93,750
Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Promissory Note - Related Party				$ 0	144,746
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares				$ 10
Outstanding balance				$ 0	0
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 25,000
Sponsor | Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Promissory Note - Related Party					$ 144,746

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 15, 2021
Cash	$ 480,348			$ 480,348		$ 1,539,548
Cash equivalents	0			0		0
Investments held in Trust Account	293,553,956			293,553,956		291,813,399
Transaction Costs							$ 16,919,619
Underwriting commissions							2,875,000
Deferred underwriting fee payable	10,062,500			10,062,500		10,062,500	10,062,500
Other offering costs							525,467
Unrecognized tax benefits	0			0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0			$ 0		$ 0
Effective income tax rate	27.63%	0%	0%	33.62%
Statutory federal income tax rate				21%
Anti-dilutive securities attributable to warrants (in shares)	29,648,250	29,648,250		29,648,250	29,648,250
Initial Public Offering.
Transaction Costs							16,919,619
Underwriting commissions							2,875,000
Deferred underwriting fee payable							10,062,500
Other offering costs							$ 525,467
Class A common stock subject to redemption
Class A common stock subject to possible redemption, outstanding (in shares)	28,750,000			28,750,000		28,750,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A common stock subject to redemption
Allocation of net income (loss), common stock subject to redemption	$ 480,935			$ 478,319
Weighted average shares outstanding, basic	28,750,000			28,750,000
Weighted average shares outstanding, diluted	28,750,000			28,750,000
Basic net income per share	$ 0.02			$ 0.02
Diluted net income per share	$ 0.02			$ 0.02
Non-redeemable Class A common stock
Allocation of net income (loss)	$ 22,240			$ 22,119
Weighted average shares outstanding, basic	1,329,500			1,329,500
Weighted average shares outstanding, diluted	1,329,500			1,329,500
Basic net income per share	$ 0.02			$ 0.02
Diluted net income per share	$ 0.02			$ 0.02
Class B Common Stock
Weighted average shares outstanding, basic	9,487,500	8,625,000	5,410,967	9,487,500
Weighted average shares outstanding, diluted	9,487,500	8,625,000	5,410,967	9,487,500
Basic net income per share	$ 0.02			$ 0.02
Diluted net income per share	$ 0.02			$ 0.02
Class B Common Stock Not Subject to Redemption
Allocation of net income (loss)	$ 158,708		$ (500)	$ 157,845
Weighted average shares outstanding, basic	9,487,500	8,625,000	5,410,967	9,487,500
Weighted average shares outstanding, diluted	9,487,500	8,625,000	5,410,967	9,487,500
Basic net income per share	$ 0.02			$ 0.02
Diluted net income per share	$ 0.02			$ 0.02

Out-of-Period Item (Details)

Out-of-Period Item (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Franchise tax expense	$ 121,985	$ 152,932
Franchise
Franchise tax expense		$ 72,000

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Dec. 15, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		1
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold	28,750,000
Price per share	$ 10
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,750,000

Initial Public Offering - Commo

Initial Public Offering - Common stock subject to redemption (Details) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class A ordinary shares subject to possible redemption	$ 293,056,524	$ 291,812,500
Class A common stock subject to redemption
Gross proceeds		287,500,000
Overfunding From Private Placements		4,312,500
Proceeds allocated to Public Warrants		(18,781,216)
Class A common stock issuance costs		(15,701,564)
Accretion of carrying value to redemption value	1,244,024	34,482,780
Class A ordinary shares subject to possible redemption	$ 293,056,524	$ 291,812,500

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended
	Dec. 15, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	898,250
Price of warrants	$ 10
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 8,982,500
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Threshold period for not to transfer, assign or sell any of their units after the completion of the initial business combination		30 days
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	898,250
Price of warrants	$ 10
Aggregate purchase price	$ 8,982,500

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)				3 Months Ended	9 Months Ended
	Dec. 15, 2021 USD ($) shares	Sep. 24, 2021 shares	May 21, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares
Related Party Transactions
Number of shares issued	431,250
Aggregate purchase price | $	$ 3,456,652			$ 25,000
Class B Common Stock
Related Party Transactions
Number of shares issued		862,500
Common stock, par value (per share) | $ / shares					$ 0.0001	$ 0.0001
Stock split		1.1
Sponsor
Related Party Transactions
Aggregate purchase price | $			$ 25,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transactions
Number of shares issued		862,500	8,625,000
Common stock, par value (per share) | $ / shares			$ 0.0001
Aggregate purchase price | $			$ 25,000
Stock split		1.1
Aggregate number of shares owned		9,487,500
Shares subject to forfeiture	1,237,500	1,237,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					24.81%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Borrowing capacity	$ 300,000
Promissory Note - Related Party	0	$ 144,746
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Expenses incurred and paid	82,904	7,097
Related Party Loans
Related Party Transaction [Line Items]
Working Capital Loans	1,500,000
Outstanding balance	$ 0	$ 0
Price of warrant	$ 10

Commitments and Contingencies (

Commitments and Contingencies (Details)		3 Months Ended
	Dec. 15, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Commitments and Contingencies.
Maximum number of demands for registration of securities | item			3
Deferred underwriting discount per unit (in percentage)			3.5
Deferred underwriting fee payable	$ 10,062,500		$ 10,062,500	$ 10,062,500
Underwriting commissions	$ 2,875,000
Underwriting cash discount per unit (in percentage)	1
Aggregate purchase price	$ 3,456,652	$ 25,000
Number of shares issued | shares	431,250
Representative shares per share | $ / shares	$ 8.02

Stockholders' Equity - Preferre

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

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)			9 Months Ended
	Dec. 15, 2021 shares	Sep. 24, 2021 shares	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion			24.81
Number of shares issued	431,250
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			280,000,000	280,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share | Vote			1
Class A common stock subject to redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)			28,750,000	28,750,000
Class A common stock subject to possible redemption, outstanding (in shares)			28,750,000	28,750,000
Non-redeemable Class A common stock
Class of Stock [Line Items]
Common shares, shares issued (in shares)			1,329,500	1,329,500
Common shares, shares outstanding (in shares)			1,329,500	1,329,500
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share | Vote			1
Common shares, shares issued (in shares)	9,487,500		9,487,500	9,487,500
Common shares, shares outstanding (in shares)	9,487,500		9,487,500	9,487,500
Stock split		1.1
Number of shares issued		862,500

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details)	9 Months Ended
	Sep. 30, 2022 item $ / shares shares
Class of Warrant or Right [Line Items]
Number of shares per warrant | shares	1
Share price trigger used to measure dilution of warrant	$ 11.50
Threshold trading days for calculating Market Value | item	20
Warrants
Class of Warrant or Right [Line Items]
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 9.20
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Percentage of gross proceeds on total equity proceeds	60%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | item	30
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Cash and Marketable Securities - Recurring	Sep. 30, 2022 USD ($)
Assets:
Cash and Marketable Securities	$ 293,553,956
Level 1
Assets:
Cash and Marketable Securities	$ 293,553,956