Revelstone Capital Acquisition Corp - Ordinary Shares (RCAC) 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. 08, 2022
Document Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-41178
Entity Registrant Name	Revelstone Capital Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1511157
Entity Address, Address Line One	14350 Myford Road
Entity Address, City or Town	Irvine
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	92606
City Area Code	949
Local Phone Number	751-7518
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	0001874218
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-half of one Redeemable Warrant
Document Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	RCACU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	RCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		16,500,000
Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share
Document Entity Information
Title of 12(b) Security	Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share
Trading Symbol	RCACW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Entity Information
Entity Common Stock, Shares Outstanding		4,125,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 825,597	$ 1,844,672
Prepaid Assets	144,465	222,005
Total Current Assets	970,062	2,066,677
Other Assets
Prepaid Assets, non-current		89,113
Investments held in Trust Account	167,516,438	151,500,227
Total Other Assets	167,516,438	151,589,340
Total Assets	168,486,500	153,656,017
Current Liabilities
Accounts payable	4,614	675,834
Franchise tax liability	109,262	65,282
Accrued Expenses	94,358	22,470
Over-allotment Units Liability		252,331
Note Payable - Related Party		189,789
Income Tax Payable	133,340
Total Current Liabilities	341,574	1,205,706
Long-Term Liabilities
Deferred underwriting commission payable	5,775,000	5,250,000
Total Long-Term Liabilities	5,775,000	5,250,000
Total Liabilities	6,116,574	6,455,706
Commitments and Contingencies
Common stock subject to possible redemption, 16,500,000 and 15,000,000 shares at redemption value of $10.13 and $10.10 as of September 30, 2022 and December 31, 2021, respectively	167,271,991	151,500,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021
Accumulated Deficit	(4,902,477)	(4,300,101)
Total Stockholders' Deficit	(4,902,065)	(4,299,689)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	168,486,500	153,656,017
Redeemable
Long-Term Liabilities
Common stock subject to possible redemption, 16,500,000 and 15,000,000 shares at redemption value of $10.13 and $10.10 as of September 30, 2022 and December 31, 2021, respectively	167,271,991	151,500,000
Non-redeemable
Stockholders' Deficit
Common stock	0	0
Class B Common Stock
Stockholders' Deficit
Common stock	$ 412	$ 412

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Feb. 03, 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
Purchase price, per unit	$ 10.10
Class A Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	180,000,000		180,000,000
Redeemable
Temporary equity, shares outstanding	16,500,000
Non-redeemable
Common shares, shares issued	0		0
Common shares, shares outstanding	0		0
Class B Common Stock
Common shares, par value (per share)	$ 0.0001		$ 0.0001
Common shares, shares authorized	20,000,000		20,000,000
Common shares, shares issued	4,125,000		4,125,000
Common shares, shares outstanding	4,125,000		4,125,000
Common stock subject to redemption
Temporary equity, shares outstanding	16,500,000		15,000,000
Purchase price, per unit	$ 10.14		$ 10.10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Operating Expenses
Formation and Operating Costs	$ 201,493		$ 330	$ 545,791
Total Operating Expenses	201,493		330	545,791
Net Operating Loss	201,493		330	545,791
Interest income from investments held in Trust Account	758,134			1,003,415
Other interest income		$ 1	2
Change in fair value of overallotment units				15,119
Fair value of forfeited overallotment option				79,071
Total Other Income / (Expense)	758,134	1	2	1,097,605
Income (loss) before provision for income tax	556,641	1	(328)	551,814
Provision for income taxes	143,177			165,340
Net income (loss)	$ 413,464	$ 1	$ (328)	$ 386,474
Redeemable
Operating Expenses
Basic, weighted average shares outstanding	16,500,000			16,439,560
Diluted, weighted average shares outstanding	16,500,000			16,439,560
Basic, net income (loss) per ordinary share	$ 0.02			$ 0.02
Diluted, net income (loss) per ordinary share	$ 0.02			$ 0.02
Non-redeemable
Operating Expenses
Basic, weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Diluted, weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Basic, net income (loss) per ordinary share	$ 0.02	$ 0	$ 0	$ 0.02
Diluted, net income (loss) per ordinary share	$ 0.02	$ 0	$ 0	$ 0.02

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Apr. 04, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Apr. 04, 2021	0
Increase (decrease) in stockholders' (deficit) equity
Issuance of Class B common stock to Sponsor	$ 412	24,588		25,000
Issuance of Class B common stock to Sponsor (in shares)	4,125,000
Net Income (Loss)			(330)	(330)
Balance at the end at Jun. 30, 2021	$ 412	24,588	(330)	24,670
Balance at the end (in shares) at Jun. 30, 2021	4,125,000
Balance at the beginning at Apr. 04, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Apr. 04, 2021	0
Increase (decrease) in stockholders' (deficit) equity
Net Income (Loss)				(328)
Balance at the end at Sep. 30, 2021	$ 412	24,588	(329)	24,671
Balance at the end (in shares) at Sep. 30, 2021	4,125,000
Balance at the beginning at Jun. 30, 2021	$ 412	24,588	(330)	24,670
Balance at the beginning (in shares) at Jun. 30, 2021	4,125,000
Increase (decrease) in stockholders' (deficit) equity
Net Income (Loss)	$ 0	0	1	1
Balance at the end at Sep. 30, 2021	$ 412	24,588	(329)	24,671
Balance at the end (in shares) at Sep. 30, 2021	4,125,000
Balance at the beginning at Dec. 31, 2021	$ 412	0	(4,300,101)	(4,299,689)
Balance at the beginning (in shares) at Dec. 31, 2021	4,125,000
Increase (decrease) in stockholders' (deficit) equity
Proceeds allocated to Public Warrants	$ 0	225,000	0	225,000
Proceeds allocated to Private Placement Warrants	0	450,000	0	450,000
Offering costs allocated to warrants		(36,044)		(36,044)
Derecognition of overallotment unit liability		158,141		158,141
Re-measurement of redeemable shares to redemption value	0	(797,097)	(379,763)	(1,176,860)
Net Income (Loss)	0	0	(94,699)	(94,699)
Balance at the end at Mar. 31, 2022	$ 412		(4,774,563)	(4,774,151)
Balance at the end (in shares) at Mar. 31, 2022	4,125,000
Balance at the beginning at Dec. 31, 2021	$ 412	0	(4,300,101)	(4,299,689)
Balance at the beginning (in shares) at Dec. 31, 2021	4,125,000
Increase (decrease) in stockholders' (deficit) equity
Derecognition of overallotment unit liability				158,141
Net Income (Loss)				386,474
Balance at the end at Sep. 30, 2022	$ 412		(4,902,477)	(4,902,065)
Balance at the end (in shares) at Sep. 30, 2022	4,125,000
Balance at the beginning at Mar. 31, 2022	$ 412		(4,774,563)	(4,774,151)
Balance at the beginning (in shares) at Mar. 31, 2022	4,125,000
Increase (decrease) in stockholders' (deficit) equity
Re-measurement of redeemable shares to redemption value			(44,130)	(44,130)
Net Income (Loss)			67,709	67,709
Balance at the end at Jun. 30, 2022	$ 412	$ 0	(4,750,984)	(4,750,572)
Balance at the end (in shares) at Jun. 30, 2022	4,125,000
Increase (decrease) in stockholders' (deficit) equity
Re-measurement of redeemable shares to redemption value			(564,957)	(564,957)
Net Income (Loss)			413,464	413,464
Balance at the end at Sep. 30, 2022	$ 412		$ (4,902,477)	$ (4,902,065)
Balance at the end (in shares) at Sep. 30, 2022	4,125,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (328)	$ 386,474
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of overallotment units		(15,119)
Fair value of forfeited overallotment units		(79,071)
Interest income from investments held in Trust Account		(1,003,415)
Changes in operating assets and liabilities:
Prepaid Assets		166,653
Accounts Payable		(671,220)
Accrued Expenses		71,888
Franchise Tax Liability		43,980
Income Tax Payable		133,340
Net cash used in operating activities	(328)	(966,490)
Cash Flows from Investing Activities:
Principal deposited in Trust Account		(15,150,000)
Withdrawals from Trust Account		137,204
Net cash used in investing activities		(15,012,796)
Cash Flows from Financing Activities:
Proceeds from partial exercise of overallotment option, net of costs		14,700,000
Proceeds from private placement related to partial exercise of overallotment option		450,000
Deferred offering costs paid	(25,000)	0
Proceeds from promissory note-related party	45,000	(189,789)
Proceeds from issuance of Class B common stock	25,000	0
Net cash provided by financing activities	45,000	14,960,211
Net Change in Cash	44,672	(1,019,075)
Cash-Beginning		1,844,672
Cash-Ending	44,672	825,597
Non-Cash investing and financing activities:
Deferred underwriting commissions payable		525,000
Re-measurement of carrying value of redeemable shares to redemption value		1,785,947
Exercised portion of overallotment unit liability		158,141
Deferred offering costs paid by sponsor in exchange for note payable - related party	$ 46,270	$ 0

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Revelstone Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Revelstone Capital LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from April 5, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. 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 Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company’s consummated the IPO of 15,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $150,000,000. Each Unit consists of one ordinary share (the “Public Shares”) and one Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $5,800,000, which is described in Note 4. On January 11, 2022, the underwriters partially exercised the over-allotment option to purchase 1,500,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit. In connection with the underwriter’s partial exercise of the over-allotment option, the Company generated additional gross proceeds of $15,000,000 and incurred $300,000 in cash underwriting fees. Simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Placement Warrants to the Sponsor at $1.00 per additional Private Placement Warrants, generating additional gross proceeds of $450,000. Since the over-allotment was not exercised in full, 187,500 shares of the 4,312,500 shares of Class B common stock, par value $0.0001 per share, were forfeited by the holders thereof for no consideration. On February 3, 2022, the Company announced that the holders of the Units may elect to separately trade the shares of Class A common stock, par value $0.0001 per share and warrants included in the Units commencing on or about February 7, 2022. Each Unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “RCACU”, and the common stock and warrants will separately trade on Nasdaq under the symbols “RCAC” and “RCACW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Transaction costs amounted to $17,398,949 consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3), and $719,449 of other offering costs, and was all charged to additional paid-in capital and accumulated deficit where no additional paid-in capital was available. Net underwriting commissions consist of a $3,300,000 gross commission and $500,000 of the underwriter’s reimbursement of transaction costs incurred by the Company. Included in the transaction costs are $300,000 of net underwriting commissions and $525,000 of deferred underwriting commissions related to partial exercise of the overallotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,000 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and each Anchor Investor (see Note 3) holding Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”), or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (an “Extension Period”). If the Company is unable to complete a Business Combination within the Combination Period or during any Extension 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 The Sponsor and each Anchor Investor holding Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going concern, Liquidity and Capital Resources As of September 30, 2022 the Company had approximately $825,597 in its operating bank account and working capital of approximately $628,488. Prior to the completion of the Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $189,789 (see Note 5). The promissory note was paid in full in January 2022. Subsequent to the consummation of the Public Offering and p rivate placement rivate placement In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until June 21, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might result from the outcome of this uncertainty for the next twelve months form the issuance of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by 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 Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 5, 2022. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification. The Company categorized the over-allotment option granted to underwriters in connection with the Public Offering as a freestanding financial instrument to be accounted for separately from the Units. Class A Common Stock Subject to Possible Redemption All of the 16,500,000 shares of Class A common stock issued as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with 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. Therefore, all Class A common stock has been classified outside of permanent equity. 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. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available. Net Loss Per Ordinary Share The Company has two categories of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from April ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ 5, 2021(inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) $ 330,771 ​ 82,693 ​ ​ 308,952 ​ 77,522 ​ ​ — ​ ​ 1 ​ ​ — ​ (328) Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 16,500,000 ​ 4,125,000 ​ ​ 16,439,560 ​ 4,125,000 ​ ​ — ​ ​ 4,125,000 ​ ​ — ​ 4,125,000 Basic and diluted net income (loss) per share $ 0.02 ​ 0.02 ​ ​ 0.02 ​ 0.02 ​ ​ — ​ ​ 0.00 ​ ​ — ​ (0.00) ​

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering On December 21, 2021 the Company sold 15,000,000 Units at a price of $10.00 per Unit. As part of the Public Offering, the Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 2,250,000 Public Units to cover over-allotments. On January 11, 2022, the underwriters partially exercised the over-allotment option and the Company sold 1,500,000 additional Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Prior to the Public Offering certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) each expressed to the Company an interest in purchasing Units in the Public Offering at the offering price of $10.00 per Unit. As incentives for the Anchor Investors, upon consummation of the Public Offering, the Sponsor transferred 1,125,000 Founder Shares, with an aggregate fair value of $8,111,250, to the Anchor Investors taken together as a whole, in exchange for their original purchase price of approximately $0.006 per share. The excess of the fair value of the Founder Shares transferred over the original issuance price, or $8,104,500, was accounted for as offering costs with an offset to additional paid-in capital. The Company utilized Level 3 inputs to determine the fair value of Class B shares. As of September 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Ordinary shares subject to redemption as of January 1, 2022 $ 151,500,000 Gross proceeds from partial exercise of overallotment option ​ ​ 15,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (225,000) Ordinary shares issuance costs ​ (788,956) Plus: ​ Re-measurement of carrying value to redemption value ​ 1,176,860 Ordinary shares subject to redemption as of March 31, 2022 ​ ​ 166,662,904 Plus: ​ ​ ​ Re-measurement of carrying value to redemption value ​ ​ 44,130 Ordinary shares subject to redemption as of June 30, 2022 ​ $ 166,707,034 Less: ​ ​ ​ Re-measurement of carrying value to redemption value ​ ​ 564,957 Ordinary shares subject to redemption as of September 30, 2022 ​ $ 167,271,991 ​

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement
Private Placement	Note 4—Private Placement Simultaneously with the closing of the Public Offering, the Sponsor, Roth and certain Roth affiliates purchased an aggregate of 5,800,000 Private Placement Warrants, of which 5,050,000 Private Placement Warrants were purchased by the Sponsor and 750,000 Private Placement Warrants were purchased by Roth and certain Roth affiliates. The Sponsor purchase an additional 450,000 Private Placement Warrants when the over-allotment option was partially exercised. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 7).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On May 11, 2021, the Sponsor paid $25,000 to purchase 4,312,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. As of December 31, 2021, the Founder Shares include an aggregate of up 562,500 shares subject to forfeiture to the extent that the underwriter’s option to purchase additional units is not exercised in full or in part. On January 11, 2022, the underwriters partially exercised the over-allotment option, resulting in forfeiture of 187,500 shares of Class B common stock. As of September 30, 2022 and December 31, 2021 outstanding Class B common stock excludes 187,500 of shares forfeited due to partial exercise of the overallotment option on January 11, 2022. On November 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Jeff Rosenthal, Margaret McDonald and Jason White, the Company’s independent director nominees and 15,000 Founder Shares to each of Assia Grazioli-Venier, Nate Bosshard and Jonathan Goodwin the Company’s outside advisors. The Company determined the estimated fair value of the transferred shares to be immaterial and did not recognize the impact of the transfer in these financial statements. The Sponsor, anchor investors, Company’s independent directors and outside advisors holding Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one 20 30 Related Party Loans On May 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing and payable, according to contractual terms, on the earlier of December 31, 2021 or the completion of the Public Offering. As of December 31, 2021, the Company had borrowed $189,789 under the Promissory Note. The Company settled the liability on January 11, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Agreement The Company entered into an administrative services agreement with an affiliate of the Sponsor for office space, administrative and support services. The affiliate agreed to provide the above services for no consideration.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of the majority of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans up to $1,500,000 (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on December 21, 2021 and requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). In addition, our initial stockholders, any anchor investors holding Founder Shares and their respective permitted transferees are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding the foregoing, the Company shall use its best efforts to file a registration statement within 30 days of our business combination to register such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 21, 2021 the Company paid a cash underwriting commission of $0.20 per Unit, or $3,000,000 in the aggregate. On December 21, 2021, the underwriters also reimbursed the Company for $500,000 of transaction costs incurred by the Company. Following the reimbursement, the underwriters’ net commission was $2,500,000 or $0.17 per Unit. The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to 2,250,000 additional Units at the Public Offering price less the underwriting discounts and commissions, which was partially exercised on January 11, 2022. On January 11, 2022, the Company paid a cash underwriting commission of $0.20 per Unit or $300,000 in the aggregate in connection with the underwriters’ partial exercise of the over-allotment option. The underwriters are entitled to deferred underwriting commissions of $0.35 per Unit, or $5,775,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 7—Stockholders’ Deficit Preferred Stock— Class A Common Stock— Class B Common Stock— Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in the Public Offering 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, 20% of the aggregate number of all shares of common stock outstanding upon the completion of the Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business Combination (net of the number of shares of Class A common stock redeemed 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 and any private placement warrants issued to the Sponsor, an affiliate of the Sponsor or any of the officers or director. Public Warrants — from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). 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 underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any 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. The Company has agreed that as soon as practicable, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 20 Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over-allotment option, including 8,250,000 Public Warrants and 6,250,000 Private Placement Warrants, in accordance with the guidance contained in ASC 815-40. The Company concluded that the Public and Private Placement Warrants are considered indexed to the entity’s own stock and meet other equity classification requirements. Therefore, Public and Private Placement Warrants are considered equity instruments and are classified as such. Underwriters’ Over-allotment Option-

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Taxes
Income Taxes	Note 8— Income Taxes Our effective tax rate was 24.26% and 29.96% for the three and nine months ended September 30, 2022, respectively and 0.00% for the period from April 5, 2021 (inception) to September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, due to the exercise of the overallotment option and changes in the valuation allowance on the deferred tax assets. Cash paid for income taxes during the nine months ended September 30, 2022 was $32,000.

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 are measured at fair value on September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other Significant Other ​ ​ ​ September 30, ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ ​ 2022 ​ ​ (Level 1) ​ Inputs (Level 2) ​ Inputs (Level 3) Assets: ​ ​ Investments held in Trust Account ​ $ 167,516,438 ​ $ 167,516,438 — — ​ ​ $ 167,516,438 ​ $ 167,516,438 — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In ​ Significant Other ​ Significant Other ​ ​ December 31, ​ Active Markets ​ Observable ​ Unobservable ​ 2021 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: ​ ​ ​ Investments held in Trust Account $ 151,500,227 $ 151,500,227 — ​ — ​ $ 151,500,227 $ 151,500,227 — ​ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Over-allotment option $ 252,331 ​ — — $ 252,331 ​ $ 252,331 ​ — — $ 252,331 ​ The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and is presented within liabilities on the balance sheet as of December 31, 2021. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment units in the statements of operations. The Company used a Black Scholes model to value the over-allotment option. The over-allotment option was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to its remaining contractual term. The key inputs into the Black Scholes model for the over-allotment liability were as follows at December 31, 2021 and January 11, 2022, the date of the partial exercise of the overallotment option: ​ ​ ​ ​ ​ ​ ​ December 31, Input ​ 2021 Risk-free interest rate ​ 0.06 % Expected term (years) ​ 0.10 ​ Expected volatility ​ 11.72 % Exercise price $ 10.00 ​ Unit Price $ 9.93 ​ ​ ​ ​ ​ ​ ​ ​ January 11, Input ​ 2022 Risk-free interest rate ​ 0.04 % Expected term (years) ​ 0.07 ​ Expected volatility ​ 11.26 % Exercise price $ 10.00 ​ Unit Price $ 9.98 ​ ​ The following table sets forth a summary of the changes in the fair value of the Level 3 over-allotment liability for the nine months ended September 30, 2022: ​ ​ ​ ​ ​ ​ Over-allotment ​ ​ Liability Fair value as of December 31, 2021 ​ $ 252,331 Change in fair value at January 11, 2022 ​ $ (15,119) Fair value of forfeited overallotment units at January 11, 2022 ​ $ (79,071) Elimination of overallotment liability at January 11, 2022 ​ $ (158,141) Fair value as of September 30, 2022 ​ $ — ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 10—Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. ​

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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by 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 Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 5, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification. The Company categorized the over-allotment option granted to underwriters in connection with the Public Offering as a freestanding financial instrument to be accounted for separately from the Units.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 16,500,000 shares of Class A common stock issued as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with 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. Therefore, all Class A common stock has been classified outside of permanent equity. 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. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company has two categories of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from April ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ 5, 2021(inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) $ 330,771 ​ 82,693 ​ ​ 308,952 ​ 77,522 ​ ​ — ​ ​ 1 ​ ​ — ​ (328) Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 16,500,000 ​ 4,125,000 ​ ​ 16,439,560 ​ 4,125,000 ​ ​ — ​ ​ 4,125,000 ​ ​ — ​ 4,125,000 Basic and diluted net income (loss) per share $ 0.02 ​ 0.02 ​ ​ 0.02 ​ 0.02 ​ ​ — ​ ​ 0.00 ​ ​ — ​ (0.00)

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 the numerator and denominator used to compute basic and diluted net income (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from April ​ ​ Three Months Ended ​ Nine Months Ended ​ Three Months Ended ​ 5, 2021(inception) through ​ ​ September 30, 2022 ​ September 30, 2022 ​ September 30, 2021 ​ September 30, 2022 ​ Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) $ 330,771 ​ 82,693 ​ ​ 308,952 ​ 77,522 ​ ​ — ​ ​ 1 ​ ​ — ​ (328) Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 16,500,000 ​ 4,125,000 ​ ​ 16,439,560 ​ 4,125,000 ​ ​ — ​ ​ 4,125,000 ​ ​ — ​ 4,125,000 Basic and diluted net income (loss) per share $ 0.02 ​ 0.02 ​ ​ 0.02 ​ 0.02 ​ ​ — ​ ​ 0.00 ​ ​ — ​ (0.00)

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
Schedule of ordinary shares subject to redemption	As of September 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Ordinary shares subject to redemption as of January 1, 2022 $ 151,500,000 Gross proceeds from partial exercise of overallotment option ​ ​ 15,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (225,000) Ordinary shares issuance costs ​ (788,956) Plus: ​ Re-measurement of carrying value to redemption value ​ 1,176,860 Ordinary shares subject to redemption as of March 31, 2022 ​ ​ 166,662,904 Plus: ​ ​ ​ Re-measurement of carrying value to redemption value ​ ​ 44,130 Ordinary shares subject to redemption as of June 30, 2022 ​ $ 166,707,034 Less: ​ ​ ​ Re-measurement of carrying value to redemption value ​ ​ 564,957 Ordinary shares subject to redemption as of September 30, 2022 ​ $ 167,271,991

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of fair value hierarchy of the valuation inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other Significant Other ​ ​ ​ September 30, ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ ​ 2022 ​ ​ (Level 1) ​ Inputs (Level 2) ​ Inputs (Level 3) Assets: ​ ​ Investments held in Trust Account ​ $ 167,516,438 ​ $ 167,516,438 — — ​ ​ $ 167,516,438 ​ $ 167,516,438 — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In ​ Significant Other ​ Significant Other ​ ​ December 31, ​ Active Markets ​ Observable ​ Unobservable ​ 2021 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: ​ ​ ​ Investments held in Trust Account $ 151,500,227 $ 151,500,227 — ​ — ​ $ 151,500,227 $ 151,500,227 — ​ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Over-allotment option $ 252,331 ​ — — $ 252,331 ​ $ 252,331 ​ — — $ 252,331
Schedule of key inputs into the Black Scholes model for the over-allotment liability was as follows at initial measurement	​ ​ ​ ​ ​ ​ ​ December 31, Input ​ 2021 Risk-free interest rate ​ 0.06 % Expected term (years) ​ 0.10 ​ Expected volatility ​ 11.72 % Exercise price $ 10.00 ​ Unit Price $ 9.93 ​ ​ ​ ​ ​ ​ ​ ​ January 11, Input ​ 2022 Risk-free interest rate ​ 0.04 % Expected term (years) ​ 0.07 ​ Expected volatility ​ 11.26 % Exercise price $ 10.00 ​ Unit Price $ 9.98 ​
Summary of the changes in the fair value of the Level 3 over-allotment liability	​ ​ ​ ​ ​ ​ Over-allotment ​ ​ Liability Fair value as of December 31, 2021 ​ $ 252,331 Change in fair value at January 11, 2022 ​ $ (15,119) Fair value of forfeited overallotment units at January 11, 2022 ​ $ (79,071) Elimination of overallotment liability at January 11, 2022 ​ $ (158,141) Fair value as of September 30, 2022 ​ $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)			9 Months Ended	12 Months Ended
	Jan. 11, 2022 USD ($) $ / shares shares	Dec. 21, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Feb. 03, 2022 $ / shares
Description of Organization and Business Operations
Number of additional units exercised | shares	2,250,000
Purchase price per unit | $ / shares			$ 10.10
Proceeds from private placement related to partial exercise of overallotment option	$ 450,000		$ 450,000
Number of shares forfeited | shares	187,500		187,500	187,500
Underwriting fees		$ 2,500,000
Deferred underwriting commission payable			$ 5,775,000	$ 5,250,000
Underwriting commission gross			3,300,000
Underwriting reimbursement of costs		$ 500,000	500,000
Payments for investment of cash in Trust Account			$ 15,150,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold net tangible assets			$ 5,000,000
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Months to complete acquisition			18 months
Redemption period upon closure			10 days
Maximum allowed dissolution expenses			$ 100,000
Exercise price of warrants | $ / shares			$ 11.50
Cash			$ 825,597	1,844,672
Working capital			628,488
Working capital loans			$ 0	$ 0
Class A Common Stock
Description of Organization and Business Operations
Common shares, par value (per share) | $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Exercise price of warrants | $ / shares					$ 11.50
Non-redeemable
Description of Organization and Business Operations
Common shares, shares outstanding | shares			0	0
Class B Common Stock
Description of Organization and Business Operations
Common shares, shares outstanding | shares			4,125,000	4,125,000
Common shares, par value (per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock subject to redemption
Description of Organization and Business Operations
Purchase price per unit | $ / shares			$ 10.14	$ 10.10
Private Placement Warrants
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares			5,800,000
Initial Public Offering
Description of Organization and Business Operations
Number of additional units exercised | shares		15,000,000
Purchase price per unit | $ / shares		$ 10
Proceeds from issuance initial public offering		$ 150,000,000
Sale of Private Placement Warrants (in shares) | shares			14,500,000
Transaction costs			$ 17,398,949
Underwriting fees			2,800,000
Deferred underwriting commission payable			5,775,000
Incentives to anchor investors			8,104,500
Other offering costs			$ 719,449
Initial Public Offering | Private Placement Warrants
Description of Organization and Business Operations
Purchase price per unit | $ / shares		$ 10.10
Sale of Private Placement Warrants (in shares) | shares			6,250,000
Payments for investment of cash in Trust Account		$ 166,650,000
Initial Public Offering | Public Warrants
Description of Organization and Business Operations
Number of shares in a unit | shares		1
Number of warrants in a unit | shares		0.50
Sale of Private Placement Warrants (in shares) | shares		1	8,250,000
Exercise price of warrants | $ / shares		$ 11.50
Private Placement | Private Placement Warrants
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares			5,800,000
Price of warrant | $ / shares			$ 1
Proceeds from private placement related to partial exercise of overallotment option			$ 5,800,000
Over-allotment option
Description of Organization and Business Operations
Number of additional units exercised | shares	1,500,000
Purchase price per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 15,000,000
Underwriting fees	300,000
Deferred underwriting commission payable	$ 525,000
Over-allotment option | Class B Common Stock
Description of Organization and Business Operations
Number of shares forfeited | shares	187,500
Common shares, shares outstanding | shares	4,312,500
Common shares, par value (per share) | $ / shares	$ 0.0001
Over-allotment option | Private Placement Warrants
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares			450,000
Sponsor | Founder Shares
Description of Organization and Business Operations
Due to the Sponsor for certain reimbursable expenses			$ 25,000
Sponsor | Promissory Note with Related Party
Description of Organization and Business Operations
Due to the Sponsor for certain reimbursable expenses			$ 189,789
Sponsor | Private Placement Warrants
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares	450,000		5,050,000
Price of warrant | $ / shares	$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Redeemable
Summary of Significant Accounting Policies
Class A common stock subject to possible redemption, outstanding (in shares)	16,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Offering Costs associated with the Initial Public Offering (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 21, 2021
Summary of Significant Accounting Policies
Underwriting fees			$ 2,500,000
Deferred underwriting commission payable	$ 5,775,000	$ 5,250,000
Initial Public Offering
Summary of Significant Accounting Policies
Transaction costs	17,398,949
Underwriting fees	2,800,000
Deferred underwriting commission payable	5,775,000
Incentives to anchor investors	8,104,500
Other offering costs	$ 719,449

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Redeemable
Numerator
Allocation of net income (loss)	$ 330,771			$ 308,952
Denominator
Basic, weighted average shares outstanding	16,500,000			16,439,560
Diluted, weighted average shares outstanding	16,500,000			16,439,560
Basic, net income (loss) per ordinary share	$ 0.02			$ 0.02
Diluted, net income (loss) per ordinary share	$ 0.02			$ 0.02
Non-redeemable
Numerator
Allocation of net income (loss)	$ 82,693	$ 1	$ (328)	$ 77,522
Denominator
Basic, weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Diluted, weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Basic, net income (loss) per ordinary share	$ 0.02	$ 0	$ 0	$ 0.02
Diluted, net income (loss) per ordinary share	$ 0.02	$ 0	$ 0	$ 0.02

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)				9 Months Ended
	Jan. 11, 2022	Dec. 31, 2021	Dec. 21, 2021	Sep. 30, 2022
Initial Public Offering
Number of units sold	2,250,000
Purchase price per unit				$ 10.10
Number of shares issuable per warrant				1
Exercise price of warrants				$ 11.50
Payments for investment of cash in Trust Account				$ 15,150,000
Initial Public Offering
Initial Public Offering
Number of units sold			15,000,000
Purchase price per unit			$ 10
Number of days granted to underwriter			45 days
Initial Public Offering | Founder Shares | Anchor Investors [Member]
Initial Public Offering
Purchase price per unit		$ 10
Number of shares transferred		1,125,000
Fair value of shares transferred		$ 8,111,250
Original purchase price per share		$ 0.006
Offering costs, excess of fair value over original issue price		$ 8,104,500
Initial Public Offering | Public Warrants
Initial Public Offering
Number of shares in a unit			1
Number of warrants in a unit			0.50
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
Initial Public Offering | Private Placement Warrants
Initial Public Offering
Purchase price per unit			$ 10.10
Payments for investment of cash in Trust Account			$ 166,650,000
Over-allotment option
Initial Public Offering
Number of units sold	1,500,000
Price per share	$ 10
Purchase price per unit	$ 10
Number of days granted to underwriter				45 days
Over-allotment option | Public Warrants
Initial Public Offering
Additional units issued during the year	1,500,000		2,250,000	2,250,000

Initial Public Offering - Recon

Initial Public Offering - Reconciliation of ordinary shares subject to redemption (Details) - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Initial Public Offering
Ordinary shares subject to redemption beginning of the period	$ 166,707,034	$ 166,662,904	$ 151,500,000
Gross proceeds from partial exercise of overallotment option			15,000,000
Proceeds allocated to Public Warrants			(225,000)
Ordinary shares issuance costs			(788,956)
Re-measurement of carrying value to redemption value	564,957	44,130	1,176,860
Ordinary shares subject to redemption end of the period	$ 167,271,991	$ 166,707,034	$ 166,662,904

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended
	Jan. 11, 2022	Sep. 30, 2022
Private Placement
Aggregate purchase price	$ 450,000	$ 450,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Private Placement Warrants
Private Placement
Number of warrants to purchase shares issued		5,800,000
Private Placement Warrants | Sponsor
Private Placement
Number of warrants to purchase shares issued	450,000	5,050,000
Price of warrants	$ 1
Private Placement Warrants | Roth and certain Roth affiliates
Private Placement
Number of warrants to purchase shares issued		750,000
Over-allotment option | Private Placement Warrants
Private Placement
Number of warrants to purchase shares issued		450,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)				3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 11, 2022	Nov. 18, 2021	May 11, 2021	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction
Aggregate purchase price				$ 25,000
Number of shares forfeited	187,500				187,500	187,500
Class B Common Stock | Over-allotment option
Related Party Transaction
Number of shares forfeited	187,500
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction
Consideration received			$ 25,000
Consideration received, shares			4,312,500
Shares subject to forfeiture			562,500
Restrictions on transfer period of time after business combination completion		1 year
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)		$ 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
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class B Common Stock | Jeff Rosenthal, Margaret McDonald and Jason White
Related Party Transaction
Number of shares transferred		25,000
Founder Shares | Sponsor | Class B Common Stock | Assia Grazioli-Venier and Nate Bosshard
Related Party Transaction
Number of shares transferred		15,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 21, 2021	May 11, 2021
Working capital loans warrant
Related Party Transaction
Loan conversion agreement warrant			$ 1,500,000
Promissory Note with Related Party
Related Party Transaction
Maximum borrowing capacity of related party promissory note				$ 300,000
Outstanding balance of related party note		$ 189,789
Administrative Support Agreement
Related Party Transaction
Expenses incurred and paid	$ 0
Related Party Loans | Working capital loans warrant
Related Party Transaction
Outstanding balance of related party note	0	$ 0
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details)			9 Months Ended
	Jan. 11, 2022 USD ($) $ / shares shares	Dec. 21, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item $ / shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item			3
Underwriter option period			45 days
Number of units sold | shares	2,250,000
Underwriting commission per unit | $ / shares	$ 0.20	$ 0.20
Aggregate underwriting commission	$ 300,000
Underwriting reimbursement of costs		$ 500,000	$ 500,000
underwriters' net commission		$ 2,500,000
Underwriting commission per unit (net) | $ / shares		$ 0.17
Deferred fee per unit | $ / shares			$ 0.35
Aggregate deferred underwriting fee payable			$ 5,775,000
Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Loan conversion agreement warrant		$ 1,500,000
Working capital loans warrant | Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Loan conversion agreement warrant			1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		15,000,000
Aggregate underwriting commission		$ 3,000,000
underwriters' net commission			$ 2,800,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	1,500,000
underwriters' net commission	$ 300,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Deficit
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' Deficit- Common S

Stockholders' Deficit- Common Stock Shares (Details)		9 Months Ended	12 Months Ended
	Jan. 11, 2022 $ / shares shares	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Feb. 03, 2022 $ / shares
Stockholders' Deficit
Number of shares forfeited	187,500	187,500	187,500
Class A Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)		180,000,000	180,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Non-redeemable
Stockholders' Deficit
Common shares, shares issued (in shares)		0	0
Common shares, shares outstanding (in shares)		0	0
Class B Common Stock
Stockholders' Deficit
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)		4,125,000	4,125,000
Common shares, shares outstanding (in shares)		4,125,000	4,125,000
Ratio to be applied to the stock in the conversion		20
Class B Common Stock | Over-allotment option
Stockholders' Deficit
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares outstanding (in shares)	4,312,500
Number of shares forfeited	187,500
Common stock subject to redemption
Stockholders' Deficit
Common Stock Subject To Possible Redemption, Shares		16,500,000	15,000,000

Stockholders' Deficit - Warrant

Stockholders' Deficit - Warrants (Details)		9 Months Ended
	Dec. 21, 2021 shares	Sep. 30, 2022 $ / shares shares	Jan. 11, 2022 shares
Initial Public Offering
Stockholders' Deficit
Number of warrants to purchase shares issued		14,500,000
Number of days granted to underwriter	45 days
Over-allotment option
Stockholders' Deficit
Number of days granted to underwriter		45 days
Warrants
Stockholders' Deficit
Public Warrants expiration term		5 years
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Number of trading days on which fair market value of shares is reported		20 days
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Stockholders' Deficit
Share price trigger used to measure dilution of warrant | $ / shares		$ 18
Private Placement Warrants
Stockholders' Deficit
Number of warrants to purchase shares issued		5,800,000
Private Placement Warrants | Initial Public Offering
Stockholders' Deficit
Number of warrants to purchase shares issued		6,250,000
Private Placement Warrants | Over-allotment option
Stockholders' Deficit
Number of warrants to purchase shares issued		450,000
Public Warrants
Stockholders' Deficit
Minimum threshold written notice period for redemption of public warrants		30 days
Maximum Threshold Period For Filing Registration Statement After Business Combination		60 days
Public Warrants | Initial Public Offering
Stockholders' Deficit
Number of warrants to purchase shares issued	1	8,250,000
Public Warrants | Over-allotment option
Stockholders' Deficit
Additional units issued during the year	2,250,000	2,250,000	1,500,000
Public Warrants | Class A Common Stock
Stockholders' Deficit
Share price | $ / shares		$ 9.20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		115%
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Stockholders' Deficit
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		180%
Warrant redemption condition minimum share price | $ / shares		$ 18
Redemption price per public warrant (in dollars per share) | $ / shares		$ 0.01
Redemption period		30 days
Threshold trading days for redemption of public warrants		20 days
Threshold trading days for redemption of public warrants		30 days

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
Income Taxes
Effective Tax rate	24.26%	0%	29.96%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21%		21%
Cash paid for income taxes			$ 32,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 167,516,438	$ 151,500,227
Assets	167,516,438	151,500,227
Liabilities:
Over-allotment option		252,331
Liabilities		252,331
Quoted Prices In Active Markets (Level 1)
Assets:
Investments held in Trust Account	167,516,438	151,500,227
Assets	$ 167,516,438	151,500,227
Significant Other Unobservable Inputs (Level 3)
Liabilities:
Over-allotment option		252,331
Liabilities		$ 252,331

Fair Value Measurements - Key i

Fair Value Measurements - Key inputs into the Black Scholes model for the over-allotment liability (Details)	Jan. 11, 2022 item Y $ / shares	Dec. 31, 2021 item Y $ / shares
Risk-free interest rate
Fair Value Measurements
Over-allotment liability | item	0.0004	0.0006
Expected term (years)
Fair Value Measurements
Over-allotment liability | Y	0.07	0.10
Expected volatility
Fair Value Measurements
Over-allotment liability | item	0.1126	0.1172
Exercise price
Fair Value Measurements
Over-allotment liability | $ / shares	10	10
Unit Price
Fair Value Measurements
Over-allotment liability | $ / shares	9.98	9.93

Fair Value Measurements - Chang

Fair Value Measurements - Changes in the fair value of the Level 3 over-allotment liability (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022
Fair Value Measurements
Change in fair value		$ (15,119)
Fair value of forfeited overallotment option		79,071
Elimination of overallotment liability	$ (158,141)	(158,141)
Over-allotment liability
Fair Value Measurements
Fair value as of December 31, 2021	$ 252,331	252,331
Change in fair value		(15,119)
Fair value of forfeited overallotment option		(79,071)
Elimination of overallotment liability		(158,141)
Fair value as of June 30, 2022		$ 0