Carney Technology Acquisition Corp II (CTAQ) 10-Q10 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	CARNEY TECHNOLOGY ACQUISITION CORP. II
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001823634
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39779
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Entity Address, Address Line One	630 Ramona St.
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	94301
City Area Code	619
Local Phone Number	736-6855
Entity Tax Identification Number	85-2832589
Trading Symbol	CTAQ
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant [Member]
Document Information [Line Items]
Trading Symbol	CTAQU
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share [Member]
Document Information [Line Items]
Trading Symbol	CTAQW
Title of 12(b) Security	Warrants, each exercisable for one shareClass A Common Stock for $11.50 per share
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,150,000
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,062,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 93,820	$ 73,952
Prepaid expenses	99,817	324,500
Total Current Assets	193,637	398,452
Cash and marketable securities held in Trust Account	404,675,430	402,568,921
TOTAL ASSETS	404,869,067	402,967,373
Current liabilities:
Accrued expenses	78,118	265,999
Income taxes payable	566,711	0
Advances from related party	320,114	0
Total Current Liabilities	964,943	265,999
Convertible note	89,740	0
Warrant liabilities	411,500	9,464,500
Deferred underwriting fee payable	15,137,500	15,137,500
TOTAL LIABILITIES	16,603,683	24,867,999
Commitments and Contingencies
Class A common stock subject to possible redemption, 40,250,000 shares at approximately $10.03 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively	403,957,677	402,500,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 shares issued and outstanding (excluding 40,250,000 subject to possible redemption) at September 30, 2022 and December 31, 2021	90	90
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at September 30, 2022 and December 31, 2021	1,006	1,006
Accumulated deficit	(15,693,389)	(24,401,722)
TOTAL STOCKHOLDERS' DEFICIT	(15,692,293)	(24,400,626)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	$ 404,869,067	$ 402,967,373

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Shares subject to possible redemption	40,250,000	40,250,000
Shares subject to possible redemption, redemption value per share	$ 10.04	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	900,000	900,000
Common stock, shares outstanding	900,000	900,000
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,062,500	10,062,500
Common stock, shares outstanding	10,062,500	10,062,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 279,051	$ 311,899	$ 862,073	$ 898,492
Loss from operations	(279,051)	(311,899)	(862,073)	(898,492)
Interest income - bank	0	2	0	2
Interest earned on cash and marketable securities held in Trust Account	1,728,277	27,529	2,331,534	63,780
Change in fair value of warrant liabilities	1,783,166	3,977,833	9,053,000	8,915,833
Change in fair value of convertible note	88,560	0	210,260	0
Total other income, net	3,600,003	4,005,364	11,594,794	8,979,615
Income before provision for income taxes	3,320,952	3,693,465	10,732,721	8,081,123
Provision for income taxes	(493,812)	0	(566,711)	0
Net income	2,827,140	3,693,465	10,166,010	8,081,123
Class A Common Stock
Net income	$ 2,271,648	$ 2,967,754	$ 8,168,539	$ 6,493,302
Weighted average shares outstanding, Basic	41,150,000	41,150,000	41,150,000	41,150,000
Weighted average shares outstanding , Diluted	41,150,000	41,150,000	41,150,000	41,150,000
Basic net income per share	$ 0.06	$ 0.07	$ 0.2	$ 0.16
Diluted net income per share	$ 0.06	$ 0.07	$ 0.2	$ 0.16
Class B Common Stock
Net income	$ 555,491	$ 725,711	$ 1,997,471	$ 1,587,821
Weighted average shares outstanding, Basic	10,062,500	10,062,500	10,062,500	10,062,500
Weighted average shares outstanding , Diluted	10,062,500	10,062,500	10,062,500	10,062,500
Basic net income per share	$ 0.06	$ 0.07	$ 0.2	$ 0.16
Diluted net income per share	$ 0.06	$ 0.07	$ 0.2	$ 0.16

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Class A Common Stock [Member]	Class B Common Stock [Member]	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2020	$ (31,516,724)			$ 90	$ 1,006	$ 0	$ (31,517,820)
Beginning Balance (shares) at Dec. 31, 2020				900,000	10,062,500
Net income (loss)	6,243,479						6,243,479
Ending Balance at Mar. 31, 2021	(25,273,245)			$ 90	$ 1,006	0	(25,274,341)
Ending Balance (shares) at Mar. 31, 2021				900,000	10,062,500
Beginning Balance at Dec. 31, 2020	(31,516,724)			$ 90	$ 1,006	0	(31,517,820)
Beginning Balance (shares) at Dec. 31, 2020				900,000	10,062,500
Net income (loss)	8,081,123	$ 6,493,302	$ 1,587,821
Ending Balance at Sep. 30, 2021	(23,435,601)			$ 90	$ 1,006	0	(23,436,697)
Ending Balance (shares) at Sep. 30, 2021				900,000	10,062,500
Beginning Balance at Mar. 31, 2021	(25,273,245)			$ 90	$ 1,006	0	(25,274,341)
Beginning Balance (shares) at Mar. 31, 2021				900,000	10,062,500
Net income (loss)	(1,855,821)						(1,855,821)
Ending Balance at Jun. 30, 2021	(27,129,066)			$ 90	$ 1,006	0	(27,130,162)
Ending Balance (shares) at Jun. 30, 2021				900,000	10,062,500
Net income (loss)	3,693,465	2,967,754	725,711				3,693,465
Ending Balance at Sep. 30, 2021	(23,435,601)			$ 90	$ 1,006	0	(23,436,697)
Ending Balance (shares) at Sep. 30, 2021				900,000	10,062,500
Beginning Balance at Dec. 31, 2021	(24,400,626)			$ 90	$ 1,006	0	(24,401,722)
Beginning Balance (shares) at Dec. 31, 2021				900,000	10,062,500
Net income (loss)	4,536,246						4,536,246
Ending Balance at Mar. 31, 2022	(19,864,380)			$ 90	$ 1,006	0	(19,865,476)
Ending Balance (shares) at Mar. 31, 2022				900,000	10,062,500
Beginning Balance at Dec. 31, 2021	(24,400,626)			$ 90	$ 1,006	0	(24,401,722)
Beginning Balance (shares) at Dec. 31, 2021				900,000	10,062,500
Net income (loss)	10,166,010	8,168,539	1,997,471
Ending Balance at Sep. 30, 2022	(15,692,293)			$ 90	$ 1,006	0	(15,693,389)
Ending Balance (shares) at Sep. 30, 2022				900,000	10,062,500
Beginning Balance at Mar. 31, 2022	(19,864,380)			$ 90	$ 1,006	0	(19,865,476)
Beginning Balance (shares) at Mar. 31, 2022				900,000	10,062,500
Accretion for Class A common stock subject to possible redemption amount	(266,594)						(266,594)
Net income (loss)	2,802,624						2,802,624
Ending Balance at Jun. 30, 2022	(17,328,350)			$ 90	$ 1,006	0	(17,329,446)
Ending Balance (shares) at Jun. 30, 2022				900,000	10,062,500
Accretion for Class A common stock subject to possible redemption amount	(1,191,083)						(1,191,083)
Net income (loss)	2,827,140	$ 2,271,648	$ 555,491				2,827,140
Ending Balance at Sep. 30, 2022	$ (15,692,293)			$ 90	$ 1,006	$ 0	$ (15,693,389)
Ending Balance (shares) at Sep. 30, 2022				900,000	10,062,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
Condensed Statement of Cash Flows - USD ($)	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 2,827,140	$ 4,536,246	$ 3,693,465	$ 6,243,479	$ 10,166,010	$ 8,081,123
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account					(2,331,509)	(63,780)
Change in fair value of convertible note	(88,560)	(76,400)	0		(210,260)	0
Change in fair value of warrant liabilities	(1,783,166)		(3,977,833)		(9,053,000)	(8,915,833)
Changes in operating assets and liabilities:
Prepaid expenses					224,683	271,700
Accrued expenses					(187,881)	68,352
Income taxes payable					566,711	0
Net cash used in operating activities					(825,246)	(558,438)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes					225,000	41,675	$ 41,674
Net cash provided by investing activities					225,000	41,675
Cash Flows from Financing Activities:
Advances from related party					373,785	0
Repayment of advances from related party					(53,671)	0
Proceeds from convertible promissory note		300,000			300,000	0
Net cash provided by financing activities					620,114	0
Net Change in Cash					19,868	(516,763)
Cash – Beginning		$ 73,952		$ 835,208	73,952	835,208	835,208
Cash – Ending	$ 93,820		$ 318,445		93,820	318,445	$ 73,952
Supplemental Cash Flow Information:
Cash paid for income taxes					$ 40,000	$ 0

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Carney Technology Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 31, 2020. 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. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from August 31, 2020 (date of inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020, the Company consummated the Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,250,000 Units, at $10.00 per Unit, generating gross proceeds of $402,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 900,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Carney Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 4. Transaction costs amounted to $22,583,792, consisting of $7,000,000 in underwriting fees, net of reimbursement, $15,137,500 of deferred underwriting fees and $446,292 of other offering costs. Following the closing of the Initial Public Offering on December 14, 2020, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “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 certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or the consummation of the Business Combination and after payment of underwriters’ fees and commissions, 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 applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until December 14, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combinatio n within th In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had $93,820 in its operating bank accounts, $404,675,430 i Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15,

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $93,820 and $73,952 in cash within the operating bank account as of September 30, 2022 and December 31, 2021, respectively. There were no cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stock issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stock subject to possible redemption, December 31, 2021 402,500,000 Plus: Accretion of carrying value to redemption value 1,457,677 Class A common stock subject to possible redemption, September 30, 2022 $ 403,957,677 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $22,583,792, of which $21,590,535 were charged to temporary equity upon the completion of the Initial Public Offering and $993,257 were expensed to the condensed statements of operations during the year-ended December 31, 2020. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4) (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $405,991 and $289,240, respectively, which had a full valuation allowance recorded against it. ASC740-270-25-2 ASC740-270-30-5. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share of common stock as the redemption value approximates fair value. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,716,667 Class A common stock in the aggregate. As of September 30, 2022 and 2021, respectively, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 2,271,648 $ 555,491 $ 2,967,754 $ 725,711 $ 8,168,539 $ 1,997,471 $ 6,493,302 $ 1,587,821 Denominator: Basic and diluted weighted average shares outstanding 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 $ 0.07 $ 0.07 $ 0.20 $ 0.20 $ 0.16 $ 0.16 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory note (see Note 9). Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, non-cash Recent Accounting Standards In June 2016, FASB issued ASU 2016-13, 2016-13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Private Placement Disclosure [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 900,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $9,000,000, in a private placement. Each Placement Unit consists of one share of Class A common stock (“Placement Share” or, collectively, “Placement Shares”) and one-third

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 10,062,500 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,312,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Proposed Initial Offering (not including the Placement Shares). In connection with the exercise in full of the underwriter’s over-allotment option, the aforementioned shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on December 9, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total not to exceed $15,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2022, the Company incurred $45,000 and $135,000, respectively, in fees for such services. For the three and nine months ended September 30, 2021, the Company incurred $45,000 and $135,000, respectively, in fees for such services. As of September 30, 2022 and December 31, 2021, the Company accrued $30,000 in fees for these services, which is included in the accompanying condensed balance sheets. Advance from Related Party As of September 30, 2022, a related party paid operating expenses and formation costs on behalf of the Company. These amounts are reflected on the condensed balance sheets as advances from related party. The advances are non-interest Promissory Notes — Related Parties On August 31, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest and borrowings are Related Party Loans 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 additional funds as may be required (together with the Sponsor Loan (as defined below), the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Units upon consummation of the Business Combination at a price of $10.00 per unit. The Units would be identical to the Placement Units. In order to finance transaction costs in connection with a Business Combination, the Company entered into a loan agreement with the Sponsor on January 24, 2022, that provides for borrowings of up to $300,000 (the “Sponsor Loan”). The Sponsor Loan is non-interest

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on December 9, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the Units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee 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
Stockholders' Deficit	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one as-converted % of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering (excluding the Placement Shares underlying the Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

Warrants

Warrants	9 Months Ended
Warrants	Sep. 30, 2022
Warrants [Abstract]
WARRANTS	NOTE 8. WARRANTS As of September 30, 2022 and December 31, 2021, there were 13,416,667 Public Warrants and 300,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption 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, or the 30-day • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the Public Warrants for redemption as described above, 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, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a30-tradingday • if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). 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 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value, the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At September 30, 2022, cash and marketable securities held in the Trust Account were comprised of $1,254 in cash, $202,293,128 in money market funds which are invested primarily in U.S. Treasury Securities and $202,381,048 in treasury bills. At December 31, 2021, cash and marketable securities held in the Trust Account were comprised of $651 in cash, $201,265,665 in money market funds which are invested primarily in U.S. Treasury Securities and $201,302,605 in U.S. Treasury securities. During the period ended September 30, 2022 and December 31, 2021, the Company withdrew $225,000 and $41,674 for tax payment purposes. The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value September 30, 2022 U.S. Treasury Securities (Matures on 12/08/22) 1 $ 202,381,048 $ 29,675 $ 202,410,723 December 31, 2021 U.S. Treasury Securities (Matures on 03/10/22) 1 $ 201,302,605 $ 14,537 $ 201,317,142 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Investments – U.S Treasury Securities Money Market Fund 1 $ 202,293,128 $ 201,265,665 Liabilities: Warrant Liabilities – Public Warrants 2 $ 402,500 $ 9,257,500 Warrant Liabilities – Private Placement Warrants 2 $ 9,000 $ 207,000 Convertible Note – Related Party 3 $ 89,740 $ — The Warrants were accounted for as liabilities in accordance with ASC815-40 The Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date and December 31, 2020 was derived from observable Public Warrant pricing on comparable ‘blank-check’ companies without an identified target. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2022 the Public Warrants were classified as Level 2 in the fair value hierarchy due to low trading volume. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant was used as the fair value for the Warrants as of each relevant date. At September 30, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 2 The estimated fair value of the Convertible Note was based on the following significant inputs: September 30, 2022 Principal Amount $ 300,000 Conversion Price $ 10.00 Value per Share $ 9.97 Warrant Price $ 0.03 Probability of Transaction 30.0 % The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Convertible Fair value as of January 1, 2022 $ — Proceeds received through convertible note – Related Party 300,000 Change in valuation inputs or other assumptions (76,400 ) Fair value as of March 31, 2022 223,600 Change in valuation inputs or other assumptions (45,300 ) Fair value as of June 30, 2022 178,300 Change in valuation inputs or other assumptions (88,560 ) Fair value as of September 30, 2022 $ 89,740

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheets date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $93,820 and $73,952 in cash within the operating bank account as of September 30, 2022 and December 31, 2021, respectively. There were no cash equivalents as of September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stock issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stock subject to possible redemption, December 31, 2021 402,500,000 Plus: Accretion of carrying value to redemption value 1,457,677 Class A common stock subject to possible redemption, September 30, 2022 $ 403,957,677
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $22,583,792, of which $21,590,535 were charged to temporary equity upon the completion of the Initial Public Offering and $993,257 were expensed to the condensed statements of operations during the year-ended December 31, 2020.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4) (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in non-cash
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $405,991 and $289,240, respectively, which had a full valuation allowance recorded against it. ASC740-270-25-2 ASC740-270-30-5. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income per Share of Common Stock	Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share of common stock as the redemption value approximates fair value. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,716,667 Class A common stock in the aggregate. As of September 30, 2022 and 2021, respectively, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 2,271,648 $ 555,491 $ 2,967,754 $ 725,711 $ 8,168,539 $ 1,997,471 $ 6,493,302 $ 1,587,821 Denominator: Basic and diluted weighted average shares outstanding 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 $ 0.07 $ 0.07 $ 0.20 $ 0.20 $ 0.16 $ 0.16
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory note (see Note 9).
Convertible Promissory Note	Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, non-cash
Recent Accounting Standards	Recent Accounting Standards In June 2016, FASB issued ASU 2016-13, 2016-13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of reconcilation of class A Ordinary shares subject to Possible redeemption	At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stock issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stock subject to possible redemption, December 31, 2021 402,500,000 Plus: Accretion of carrying value to redemption value 1,457,677 Class A common stock subject to possible redemption, September 30, 2022 $ 403,957,677
Schedule of basic and diluted net income per common share	The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 2,271,648 $ 555,491 $ 2,967,754 $ 725,711 $ 8,168,539 $ 1,997,471 $ 6,493,302 $ 1,587,821 Denominator: Basic and diluted weighted average shares outstanding 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 41,150,000 10,062,500 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 $ 0.07 $ 0.07 $ 0.20 $ 0.20 $ 0.16 $ 0.16

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value of held-to-maturity	The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value September 30, 2022 U.S. Treasury Securities (Matures on 12/08/22) 1 $ 202,381,048 $ 29,675 $ 202,410,723 December 31, 2021 U.S. Treasury Securities (Matures on 03/10/22) 1 $ 201,302,605 $ 14,537 $ 201,317,142
Schedule of assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Investments – U.S Treasury Securities Money Market Fund 1 $ 202,293,128 $ 201,265,665 Liabilities: Warrant Liabilities – Public Warrants 2 $ 402,500 $ 9,257,500 Warrant Liabilities – Private Placement Warrants 2 $ 9,000 $ 207,000 Convertible Note – Related Party 3 $ 89,740 $ —
Schedule of Convertible Notes	The estimated fair value of the Convertible Note was based on the following significant inputs: September 30, 2022 Principal Amount $ 300,000 Conversion Price $ 10.00 Value per Share $ 9.97 Warrant Price $ 0.03 Probability of Transaction 30.0 %
Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Note	The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Convertible Fair value as of January 1, 2022 $ — Proceeds received through convertible note – Related Party 300,000 Change in valuation inputs or other assumptions (76,400 ) Fair value as of March 31, 2022 223,600 Change in valuation inputs or other assumptions (45,300 ) Fair value as of June 30, 2022 178,300 Change in valuation inputs or other assumptions (88,560 ) Fair value as of September 30, 2022 $ 89,740

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended		12 Months Ended
	Dec. 14, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Transaction cost		$ 22,583,792			$ 22,583,792
Cash underwriting fees		7,000,000
Deferred underwriting fees		15,137,500
Other offering costs		$ 446,292
Fair market value percentage		80%
Trust account per share (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Aggregate public share percentage		15%
Percentage of redeem public shares		100%
Dissolution expenses		$ 100,000
Cash At Bank		93,820		$ 73,952
Securities Held In Trust Account		404,675,430
Working Capital		53,533
Investment Income, Interest		2,331,534
Proceeds from investment		225,000	$ 41,675	$ 41,674
Franchise [Member]
Description of Organization and Business Operations (Details) [Line Items]
Taxes Payable		$ 576,379
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)	40,250,000
Price per unit (in Dollars per share)	$ 10	$ 10
Gross proceeds	$ 402,500,000
Placement Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 9,000,000
Units in shares (in Shares)		900,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)	5,250,000
Price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 402,500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description		the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Business acquisition voting interests		50%
Business Combination [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description		Following the closing of the Initial Public Offering on December 14, 2020, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “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 certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (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 funds held in the Trust Account, as described below.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Cash in operating bank account	$ 93,820			$ 93,820		$ 73,952
Transaction cost	22,583,792		$ 22,583,792	22,583,792
Operating expenses			993,257
Deferred tax assets	$ 405,991			$ 405,991		289,240
Effective tax rate	14.87%	0%		5.28%	0%
Changed to stockholders equity			$ 21,590,535
Federal depository insurance coverage (in Shares)	250,000			250,000
Unrecognized tax benefits	$ 0			$ 0		0
Unrecognized tax benefits, Income tax penalties and interest accrued	$ 0			$ 0		$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21%	21%		21%	21%
Class A Common Stock
Significant Accounting Policies [Line Items]
Purchase of common stock (in Shares)				13,716,667

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Reconcilation of Class A Ordinary Shares Subject to Possible Redeemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Plus:
Class A common stocks subject to possible redemption	$ 403,957,677	$ 402,500,000
Common Stock Class A Subject To Possible Redemption [Member]
Class of Stock [Line Items]
Gross proceeds		402,500,000
Less:
Proceeds allocated to Public Warrants		(17,710,000)
Class A common stock issuance costs		(21,590,535)
Plus:
Accretion of carrying value to redemption value	1,457,677	39,300,535
Class A common stocks subject to possible redemption	$ 403,957,677	$ 402,500,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of basic and diluted net income per common share (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Allocation of net income, as adjusted	$ 2,827,140	$ 2,802,624	$ 4,536,246	$ 3,693,465	$ (1,855,821)	$ 6,243,479	$ 10,166,010	$ 8,081,123
Class A Common Stock
Numerator
Allocation of net income, as adjusted	$ 2,271,648			$ 2,967,754			$ 8,168,539	$ 6,493,302
Denominator:
Weighted average shares outstanding, Basic	41,150,000			41,150,000			41,150,000	41,150,000
Weighted average shares outstanding , Diluted	41,150,000			41,150,000			41,150,000	41,150,000
Basic net income per share	$ 0.06			$ 0.07			$ 0.2	$ 0.16
Diluted net income per share	$ 0.06			$ 0.07			$ 0.2	$ 0.16
Class B Common Stock
Numerator
Allocation of net income, as adjusted	$ 555,491			$ 725,711			$ 1,997,471	$ 1,587,821
Denominator:
Weighted average shares outstanding, Basic	10,062,500			10,062,500			10,062,500	10,062,500
Weighted average shares outstanding , Diluted	10,062,500			10,062,500			10,062,500	10,062,500
Basic net income per share	$ 0.06			$ 0.07			$ 0.2	$ 0.16
Diluted net income per share	$ 0.06			$ 0.07			$ 0.2	$ 0.16

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 14, 2020
Initial Public Offering (Details) [Line Items]
Public warrant, description	Each Unit consists of one share of Class A common stock and one-third of one warrant (“Public Warrant”).
Shares issued	5,250,000
IPO [Member]
Initial Public Offering (Details) [Line Items]
Shares issued	40,250,000
Sale of stock per share	$ 10	$ 10
IPO [Member] \| Common Class A [Member]
Initial Public Offering (Details) [Line Items]
Price per share	$ 11.5

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement [Member]	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Aggregate shares purchased (in Shares) \| shares \| shares	900,000
Purchase price \| $ / shares	$ 10
Aggregate purchase price (in Dollars) \| $ \| $	$ 9,000,000
Sale of stock description	Each Placement Unit consists of one share of Class A common stock (“Placement Share” or, collectively, “Placement Shares”) and one-third of one warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)				3 Months Ended				9 Months Ended
	Dec. 14, 2020	Dec. 09, 2020	Sep. 10, 2020	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 24, 2022	Dec. 31, 2021	Aug. 31, 2020
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)				250,000				250,000
Office space, utilities and secretarial and administrative support		$ 15,000
Services fees				$ 45,000			$ 45,000	$ 135,000	$ 135,000
Aggregate principal amount												$ 300,000
Repayment of promissory note	$ 185,000
Working Capital Loan				1,500,000				1,500,000
accured expenses				30,000				30,000			$ 30,000
Debt instrument face value				300,000				300,000		$ 300,000
Change in fair value of convertible note				88,560	$ 45,300	$ 76,400	$ 0	210,260	$ 0
Notes Payable, Related Parties				0				0
Advances from related party				$ 320,114				$ 320,114
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination price (in Dollars per share)				$ 10				$ 10
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Description of sale of stock								The Founder Shares included an aggregate of up to 1,312,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Proposed Initial Offering (not including the Placement Shares).
Consideration shares (in Shares)	5,250,000
Sale price (in Dollars per share)	$ 10
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument face value				$ 300,000				$ 300,000
Convertible Debt, Fair Value Disclosures				$ 89,740				$ 89,740
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)			1,312,500
Offering Cost			$ 25,000
Consideration shares (in Shares)			10,062,500
Founder Shares [Member] \| Class A Common Stock
Related Party Transactions (Details) [Line Items]
Sale price (in Dollars per share)			$ 12

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)		9 Months Ended
	Aug. 16, 2022	Sep. 30, 2022
Loss Contingencies [Line Items]
Underwriting commitment, description		The underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500.
On or After First January Two Thousand and Twenty Three [Member]
Loss Contingencies [Line Items]
Percentage of excise tax on certain repurchases of shares	1%

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Stockholders Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	900,000	900,000
Common stock, shares outstanding	900,000	900,000
Common Stock Subject To Possible Redemption	40,250,000	40,250,000
Class B Common Stock [Member]
Stockholders Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	10,062,500	10,062,500
Common stock, shares outstanding	10,062,500	10,062,500
Common Stock Conversion Percentage	20%

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	9 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Description of redeem public warrants	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a30-tradingday period ending three business days before we send the notice of redemption to the warrant holders; and • if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Warrant redemption price	$ 0.361
Warrant description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value, the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Private Warrants [Member]
Warrants (Details) [Line Items]
Class of warrant or right, outstanding	300,000	300,000
Public [Member]
Warrants (Details) [Line Items]
Class of warrant or right, outstanding	13,416,667	13,416,667
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Description of redeem public warrants	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the Public Warrants: • 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, or the 30-day redemption period, to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Assets held in trust	$ 404,675,430
U.S. Treasury securities			$ 201,302,605
Cash withdrawn from Trust Account to pay franchise and income taxes	225,000	$ 41,675	41,674
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust	1,254		651
Money Market Funds [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust	202,293,128		$ 201,265,665
US Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust	202,381,048
Private Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Estimated fair value of public warrants		$ 195,000
Public [Member]
Fair Value Measurements (Details) [Line Items]
Estimated fair value of public warrants	$ 17,441,667

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of fair value of held-to-maturity (Detail) - Level 1 [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity, description	U.S. Treasury Securities (Matures on 12/08/22)	U.S. Treasury Securities (Matures on 03/10/22)
Amortized Cost	$ 202,381,048	$ 201,302,605
Gross Holding Gain	29,675	14,537
Fair Value	$ 202,410,723	$ 201,317,142

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of assets that are measured at fair value on a recurring basis (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member] \| Money Market Funds [Member]
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total assets	$ 202,293,128	$ 201,265,665
Level 3 [Member]
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total liabilities	89,740	0
Level 2 [Member] \| Public [Member]
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total liabilities	402,500	9,257,500
Level 2 [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total liabilities	$ 9,000	$ 207,000

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Convertible Notes (Detail) - USD ($)	Sep. 30, 2022	Jan. 24, 2022
Fair Value Disclosures [Abstract]
Principal Amount	$ 300,000	$ 300,000
Conversion Price	$ 10
Value per share	9.97
Warrant Price	$ 0.03
Probability of Transaction	30%

Fair Value Measurements - Sch_4

Fair Value Measurements - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Note (Detail) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of The Changes In The Fair Value Measurement Convertible Promissory Note [Line Items]
Begining balance Fair value	$ 178,300	$ 223,600	$ 0		$ 0
Proceeds received through convertible note – Related Party			300,000		300,000	$ 0
Change in valuation inputs or other assumptions	(88,560)	(45,300)	(76,400)	$ 0	(210,260)	$ 0
Ending Balance Fair value	$ 89,740	$ 178,300	$ 223,600		$ 89,740