American Oncology Network (AONC) 10-Q14 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity Registrant Name	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40177
Entity Tax Identification Number	85-3984427
Entity Address, Address Line One	10207 Clematis Court
Entity Address, City or Town	Los Angeles
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90077
City Area Code	360
Local Phone Number	949-1111
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001839998
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	DTOCU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock, included as part of the units
Trading Symbol	DTOC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		33,350,000
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	DTOCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,337,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Cash	$ 231,211	$ 803,309
Prepaid expenses	211,687	468,587
Total current assets	442,898	1,271,896
Other noncurrent assets		86,855
Cash and securities held in Trust Account	335,530,659	333,520,259
Total Assets	335,973,557	334,879,010
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Accounts payable and accrued expenses	1,868,070	1,028,468
Total current liabilities	1,868,070	1,028,468
Deferred underwriting fee	11,672,500	11,672,500
Warrant liability	1,021,067	9,555,575
Total liabilities	14,561,637	22,256,543
Commitments and Contingencies (see Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(13,514,454)	(20,878,367)
Total stockholders' deficit	(13,513,620)	(20,877,533)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	335,973,557	334,879,010
Class A Common Stock Subject to Redemption
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Class A Common Stock subject to possible redemption, 33,350,000 shares at redemption value of $10.04 and $10.00, at September 30, 2022 and December 31, 2021	334,925,540	333,500,000
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit:
Common stock
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 834	$ 834

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	200,000,000
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption, outstanding (in shares)	33,350,000	33,350,000
Temporary equity, redemption value (per Share)	$ 10.04	$ 10
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	8,337,500	8,337,500
Common shares, shares outstanding	8,337,500	8,337,500

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
Formation and operating costs	$ 969,164	$ 396,908	$ 1,500,336	$ 689,656
Loss from Operations	(969,164)	(396,908)	(1,500,336)	(689,656)
Other income (expense):
Interest income	1,740,707	6,854	2,104,535	11,971
Offering costs allocated to warrants				(659,746)
Unrealized gain on marketable securities held in Trust Account	29,465		29,465
Change in fair value of warrant liability	2,966,112	3,644,959	8,534,508	10,298,868
Total other income	4,736,284	3,651,813	10,668,508	9,651,093
Income before provision for income taxes	3,767,120	3,254,905	9,168,172	8,961,437
Provision for income taxes	(361,236)		(378,719)
Net Income	3,405,884	3,254,905	8,789,453	8,961,437
Class A Common Stock
Other income (expense):
Net Income	$ 2,724,707	$ 2,603,924	$ 7,031,562	$ 6,830,730
Weighted average shares outstanding, Basic	33,350,000	33,350,000	33,350,000	25,325,940
Weighted average shares outstanding, Diluted	33,350,000	33,350,000	33,350,000	20,267,956
Basic net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27
Diluted net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27
Class A Common Stock Subject to Redemption
Other income (expense):
Weighted average shares outstanding, Basic	33,350,000	33,350,000	33,350,000	25,325,940
Weighted average shares outstanding, Diluted	33,350,000	33,350,000	33,350,000	25,325,940
Basic net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27
Diluted net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27
Class B Common Stock
Other income (expense):
Net Income	$ 681,177	$ 650,981	$ 1,757,891	$ 2,130,707
Weighted average shares outstanding, Basic	8,337,500	8,337,500	8,337,500	7,899,908
Weighted average shares outstanding, Diluted	8,337,500	8,337,500	8,337,500	7,899,908
Basic net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27
Diluted net income per share	$ 0.08	$ 0.08	$ 0.21	$ 0.27

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock	Class B Common Stock Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020					$ (834)	$ (834)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor		$ 863		$ 24,137		25,000
Issuance of common stock to Sponsor (in shares)		8,625,000
Excess of cash received over fair value of private placement warrants				586,880		586,880
Forfeiture of common stock by Sponsor		$ (29)		29
Forfeiture of common stock by Sponsor(In Shares)		(287,500)
Accretion of common stock subject to possible redemption				$ (611,046)	(29,272,252)	(29,883,298)
Net income (loss)					(409,578)	(409,578)
Balance at the end at Mar. 31, 2021		$ 834			(29,682,664)	(29,681,830)
Balance at the end (in shares) at Mar. 31, 2021		8,337,500
Balance at the beginning at Dec. 31, 2020					(834)	(834)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 6,830,730		$ 2,130,707			8,961,437
Balance at the end at Sep. 30, 2021		$ 834			(20,311,649)	(20,310,815)
Balance at the end (in shares) at Sep. 30, 2021		8,337,500
Balance at the beginning at Mar. 31, 2021		$ 834			(29,682,664)	(29,681,830)
Balance at the beginning (in shares) at Mar. 31, 2021		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					6,116,110	6,116,110
Balance at the end at Jun. 30, 2021		$ 834			(23,566,554)	(23,565,720)
Balance at the end (in shares) at Jun. 30, 2021		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,603,924		650,981		3,254,905	3,254,905
Balance at the end at Sep. 30, 2021		$ 834			(20,311,649)	(20,310,815)
Balance at the end (in shares) at Sep. 30, 2021		8,337,500
Balance at the beginning at Dec. 31, 2021		$ 834			(20,878,367)	(20,877,533)
Balance at the beginning (in shares) at Dec. 31, 2021		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					3,521,693	3,521,693
Balance at the end at Mar. 31, 2022		$ 834			(17,356,674)	(17,355,840)
Balance at the end (in shares) at Mar. 31, 2022		8,337,500
Balance at the beginning at Dec. 31, 2021		$ 834			(20,878,367)	(20,877,533)
Balance at the beginning (in shares) at Dec. 31, 2021		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	7,031,562		1,757,891			8,789,453
Balance at the end at Sep. 30, 2022		$ 834			(13,514,454)	(13,513,620)
Balance at the end (in shares) at Sep. 30, 2022		8,337,500
Balance at the beginning at Mar. 31, 2022		$ 834			(17,356,674)	(17,355,840)
Balance at the beginning (in shares) at Mar. 31, 2022		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of common stock subject to possible redemption					(66,604)	(66,604)
Net income (loss)					1,861,876	1,861,876
Balance at the end at Jun. 30, 2022		$ 834			(15,561,402)	(15,560,568)
Balance at the end (in shares) at Jun. 30, 2022		8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of common stock subject to possible redemption					(1,358,936)	(1,358,936)
Net income (loss)	$ 2,724,707		$ 681,177		3,405,884	3,405,884
Balance at the end at Sep. 30, 2022		$ 834			$ (13,514,454)	$ (13,513,620)
Balance at the end (in shares) at Sep. 30, 2022		8,337,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income			$ 8,789,453	$ 8,961,437
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (1,740,707)	$ (6,854)	(2,104,535)	(11,971)
Unrealized gain on marketable securities held in Trust Account	(29,465)		(29,465)
Offering costs allocated to warrants				659,746
Change in fair value of warrant liability	(2,966,112)	(3,644,959)	(8,534,508)	(10,298,868)
Changes in operating assets and liabilities:
Prepaid assets			343,755	(686,837)
Accounts payable and accrued expenses			839,602	225,784
Net cash used in operating activities			(695,698)	(1,150,709)
Cash Flows from Investing Activities:
Investment withdrawn from Trust Account to pay for franchise and income taxes			123,600
Investment of cash into Trust Account				(333,500,000)
Net cash provided by (used) in investing activities			123,600	(333,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to initial stockholders				25,000
Proceeds from sale of Units, net of underwriting discount				326,830,000
Proceeds from issuance of Private Placement Warrants				9,170,000
Proceeds from promissory note - related party				212,215
Repayment of promissory note - related party				(212,215)
Payment of offering costs				(491,394)
Net cash provided by financing activities				335,533,606
Net Change in Cash			(572,098)	882,897
Cash, beginning of period			803,309	0
Cash, end of period	$ 231,211	$ 882,897	231,211	882,897
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable charged to additional paid-in capital				11,672,500
Accretion of common stock subject to possible redemption			$ 1,425,540	$ 29,883,298

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2022
Organization and Business Operations
Organization and Business Operations	DIGITAL TRANSFORMATION OPPORTUNITIES CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Digital Transformation Opportunities Corp. (the “Company” or “DTOC”) is a blank check company incorporated as a Delaware corporation on November 17, 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 (“business combination”). As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and the initial public offering (the “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 a business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2021. On March 12, 2021, the Company consummated the Initial Public Offering of 33,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at $10.00 per Unit, generating gross proceeds of $333,500,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and one Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,113,333 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Digital Transformation Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,170,000, which is discussed in Note 4. The Company incurred transaction costs of the Initial Public Offering amounting to $18,903,894 consisting of $6,670,000 of underwriting fees, $11,672,500 of deferred underwriting fee, and $561,394 of other offering costs. The Company recorded $18,244,148 of offering costs as a reduction of temporary equity in connection with the Class A common stock. The Company immediately expensed $659,746 of offering costs in connection with the Warrants that were classified as liabilities. Following the closing of the Initial Public Offering on March 12, 2021, $333,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations and to pay up to $100,000 in dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the Initial Public Offering (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations. The Company has until 24 months from the closing of the Initial Public Offering on March 12, 2021 to complete an initial business combination (the “Combination Period”). However, if the Company is unable to complete its initial business combination within the Combination Period or during any Extension Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Company does not complete the initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a business combination beyond 24 months as a result of a stockholder vote to amend the amended and restated certificate of incorporation (an “Extension Period”), and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2022 and December 31, 2021, the Company had cash of $231,211 and $803,309, respectively, and working capital deficit and working capital, net of taxes, of $(820,053) and $443,428, respectively. The Company’s liquidity needs up to March 12, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on March 12, 2021 from the Initial Public Offering proceeds (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any working capital loan. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. If the Company is unable to complete its business combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. Management has the option to address this uncertainty through working capital loans from the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors who may, but are not obligated to, loan the Company funds as may be required. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. In addition, following the business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In addition, the Company has until March 12, 2023 to consummate an initial business combination, unless such period is extended by the Company’s stockholders. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited condensed financial statements are issued. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 (the “IR Act”) 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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 13, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ 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 $231,211 and $803,309 in cash and cash equivalents as of September 30, 2022 and December 31, 2021, respectively. 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 money market funds which invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 8 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (which are discussed in Note 3, Note 4 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. 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 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 Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 333,500,000 Less: Proceeds allocated to Public Warrants (11,639,150) Class A common stock issuance costs (18,244,148) Plus: Accretion of carrying value to redemption value 31,308,838 Class A common stock subject to possible redemption $ 334,925,540 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date were directly related to the Initial Public Offering. Offering costs are 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 associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounted for the 14,450,833 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year-to-date income in interim periods under ASC 740-270-30-5. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rates were 9.59% and 4.13% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three and nine months ended September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value of warrant liabilities and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,450,833 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants would be anti-dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the period presented. The Company’s statements of operations apply the two-class method in calculating net income per share. Basic and diluted net income per common stock for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Common Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted net income per common stock is calculated as follows: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Class A Common Stock Numerator: Net income allocable to Class A common stock $ 2,724,707 $ 2,603,924 $ 7,031,562 $ 6,830,730 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 33,350,000 33,350,000 33,350,000 25,325,940 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27 Class B Common Stock Numerator: Net income allocable to Class B common stock 681,177 650,981 1,757,891 2,130,707 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 8,337,500 8,337,500 8,337,500 7,899,908 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the principles of fair value measurement when measuring the fair value of an equity security subject to contractual sale restriction and improves current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities holding those investments. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value under current GAAP. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively with any adjustments from adoption being recognized in earnings and disclosed on the date of adoption. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering.
Initial Public Offering	Note 3 — Initial Public Offering Public Units On March 12, 2021, the Company sold 33,350,000 Units, at a purchase price of $10.00 per Unit, which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $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 on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private 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 the Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th ten

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,113,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,170,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the Initial Public Offering, including as to exercise price, exercisability and exercise period. The fair value of Private Placement Warrants on the issuance date was $8,424,173.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 8, 2021, the Company’s Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On March 9, 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, which included an aggregate of up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. On March 12, 2021, the underwriter partially exercised its over-allotment option, hence, 837,500 Founder Shares were no longer subject to forfeiture. On March 15, 2021, the underwriter forfeited the remaining over-allotment option, and hence 287,500 shares of Class B common stock were subsequently forfeited. On March 9, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors, and 150,000 Founder Shares to Kyle Francis, the Company’s Chief Financial Officer, as an inducement to serve as Officer and directors of the Company, for a sales price of $0.003 per share, or an aggregate of $450 (the “purchase price”). The transferred shares shall vest upon the Company consummating an initial business combination. In the event that a recipient ceases to serve as either an Officer or directors prior to the vesting date, the Sponsor has the option to repurchase the shares at the purchase price. The fair value of the transferred shares at March 9, 2021, was estimated using a Monte Carlo simulation model to be approximately $1.6 million in the aggregate. The Company will record the fair value of the transferred shares as Officer and director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “ Compensation-Stock Compensation The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Company does not complete the initial business combination within 24 months from the closing of this the Initial Public Offering or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within 24 months from the closing of this the Initial Public Offering or during any Extension Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination. With certain limited exceptions, the Founder Shares will not be transferable or assignable until the earlier of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 8, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. During the period from January 8, 2021 to March 12, 2021, the Company had borrowed $212,215 under the promissory note. On March 12, 2021, the Company paid the $212,215 balance on the note from the proceeds of the Initial Public Offering. Related Party Loans In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The underwriter had a 45 -day option from the date of the Initial Public Offering to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On March 12, 2021, the underwriter partially exercised the over-allotment option to purchase 3,350,000 Units, and was paid a fixed underwriting discount in aggregate of $6,670,000. On March 15, 2021, the underwriter forfeited the remaining 1,150,000 Units of the over-allotment option. The underwriters are entitled to deferred underwriting fees of 3.5% of the gross proceeds of the Initial Public Offering, or $11,672,500 in the aggregate. 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' Deficit
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding . Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote except as required by law.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets 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: Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 335,530,659 $ 335,530,659 $ — $ — Liabilities: Public Warrants Liability $ 586,126 $ 586,126 $ — $ — Private Placement Warrants Liability 434,941 — — 434,941 $ 1,021,067 $ 586,126 $ — $ 434,941 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 333,520,259 $ 333,520,259 $ — $ — Liabilities: Public Warrants Liability $ 5,501,916 $ 5,501,916 $ — $ — Private Placement Warrants Liability 4,053,659 — — 4,053,659 $ 9,555,575 $ 5,501,916 $ — $ 4,053,659 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on March 12, 2021, the date of the Company’s Initial Public Offering using a Monte Carlo simulation model. The Company established the fair value of the Private Warrants on September 30, 2022 and December 31, 2021 using a Monte Carlo simulation model. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at September 30, 2022 and December 31, 2021 due to the use of unobservable inputs. As of April 30, 2021, the Public Warrants were trading separately from the Units, and the quoted market price was used to establish fair value, and the Public Warrants transferred to Level 1. The key inputs into the Monte Carlo simulation model for the Warrants were as follows at March 12, 2021: March 12, 2021 Inputs Probability of completing a business combination 85 % Risk-free interest rate 1.17 % Expected term remaining (years) 6.43 Expected volatility 24.3 % Stock price $ 9.92 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Private Warrants as of September 30, 2022 and December 31, 2021 were as follows: September 30, December 31, 2022 2021 Inputs Probability of completing a business combination 6.9 % 85 % Risk-free interest rate 4.04 % 1.34 % Expected term remaining (years) 5.50 5.85 Expected volatility 7.6 % 11.5 % Stock price $ 9.82 $ 9.75 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table presents the changes in the fair value of Level 3 warrant liabilities as of September 30, 2022 and September 30, 2021: Fair Value as of December 31, 2021 $ 4,053,659 Change in valuation (1,596,851) Fair Value as of March 31, 2022 2,456,808 Change in valuation (761,608) Fair Value as of June 30, 2022 1,695,200 Change in valuation (1,260,259) Fair Value as of September 30, 2022 $ 434,941 Fair Value as of January 1, 2021 $ — Initial measurement on March 12, 2021 20,222,270 Transfer of public warrants to Level 1 (325,697) Fair Value as of March 31, 2021 19,896,573 Change in valuation as of June 30, 2021 (6,328,212) Transfer of public warrants to Level 1 (7,770,550) Fair Value as of June 30, 2021 5,797,811 Change in valuation as of September 30, 2021 (1,584,763) Fair Value as of September 30, 2021 $ 4,213,048

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 5, 2022, the Company entered into a Business Combination Agreement with American Oncology Network, LLC (“AON”). The Business Combination As a result of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the combined company will be organized in an umbrella partnership C corporation structure, in which substantially all of the assets and the business of the combined company will be held by AON. In particular, the Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the Business Combination will be implemented as follows: (i) on the closing of the Business Combination (the “Closing”), AON will amend and restate its operating agreement (the “AON A&R LLC Agreement”) to reclassify its existing Class A units, Class A-1 units and Class B units into a single class of AON common units that are later exchangeable on a one-to-one basis for shares of DTOC Class A common stock; (ii) on the Closing and substantially concurrently with the adoption of the AON A&R LLC Agreement, DTOC will amend and restate its charter (the “DTOC A&R Charter”) to provide for the (a) conversion of all shares of DTOC Class B common stock into shares of DTOC Class A common stock on a one-to-one basis, (b) amendment of the terms of DTOC Class B common stock to provide holders voting rights but no economic rights and (c) authorization of new shares of DTOC preferred stock in an amount sufficient to consummate a private placement of up to $100,000,000 in preferred stock to be consummated immediately prior to the consummation of the Business Combination (the “PIPE Investment”); (iii) on the Closing, DTOC will consummate the PIPE Investment; and (iv) on the Closing and following the adoption of the DTOC A&R Charter and the consummation of the PIPE Investment, (a) AON will issue common units to DTOC in exchange for a combination of cash and shares of DTOC Class B common stock, (b) DTOC will be admitted as the sole managing member of AON, (c) AON will distribute shares of DTOC Class B common stock to AON equity holders, (d) AON will distribute cash equal to the preferred return set forth in the AON operating agreement to holders of AON Class A units and AON Class A-1 units (or only to holders of AON Class A units if the holder of AON Class A-1 units elects to receive additional shares of AON common units in lieu of cash as provided in the Business Combination Agreement), (e) DTOC will reserve a specified number of additional shares of DTOC Class A common stock for issuance after the Closing to eligible recipients, and (f) from and after the Closing (but subject to lock-up restrictions), the AON equity holders will have the right (but not the obligation) to exchange AON common units for shares of DTOC Class A common stock. Sponsor Support Agreement On October 5, 2022, contemporaneously with the execution and delivery of the Business Combination Agreement, the Company and AON entered into a support agreement (the “Sponsor Support Agreement”) with the Sponsor and certain other DTOC stockholders (each a “Stockholder”) pursuant to which the Stockholders have agreed to (a) vote in favor of, and take all actions necessary to consummate, the Business Combination, (b) certain transfer restrictions with respect to their shares of DTOC common stock, (c) subject a portion of their shares of DTOC common stock to vesting requirements and (d) waive and not otherwise perfect any anti-dilution or similar protections with respect to any DTOC common stock held by such Stockholder in connection with the consummation of the Business Combination. Registration Rights Agreement In connection with the Closing, the Company, the Sponsor and stockholders of DTOC will enter into an Amended and Restated Registration Rights Agreement (the “ Registration Rights Agreement

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 13, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ 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 $231,211 and $803,309 in cash and cash equivalents as of September 30, 2022 and December 31, 2021, respectively.
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 money market funds which invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 8 for additional information on assets and liabilities measured at fair value.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (which are discussed in Note 3, Note 4 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change.
Common Stock Subject to Possible Redemption	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 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 Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date were directly related to the Initial Public Offering. Offering costs are 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 associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounted for the 14,450,833 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year-to-date income in interim periods under ASC 740-270-30-5. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rates were 9.59% and 4.13% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three and nine months ended September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value of warrant liabilities and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Common Share	Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,450,833 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants would be anti-dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the period presented. The Company’s statements of operations apply the two-class method in calculating net income per share. Basic and diluted net income per common stock for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Common Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted net income per common stock is calculated as follows: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Class A Common Stock Numerator: Net income allocable to Class A common stock $ 2,724,707 $ 2,603,924 $ 7,031,562 $ 6,830,730 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 33,350,000 33,350,000 33,350,000 25,325,940 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27 Class B Common Stock Numerator: Net income allocable to Class B common stock 681,177 650,981 1,757,891 2,130,707 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 8,337,500 8,337,500 8,337,500 7,899,908 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the principles of fair value measurement when measuring the fair value of an equity security subject to contractual sale restriction and improves current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities holding those investments. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value under current GAAP. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively with any adjustments from adoption being recognized in earnings and disclosed on the date of adoption. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
Significant Accounting Policies (Tables)	Sep. 30, 2022
Significant Accounting Policies
Summary of reconciliation of common stock subject to possible redemption	At September 30, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 333,500,000 Less: Proceeds allocated to Public Warrants (11,639,150) Class A common stock issuance costs (18,244,148) Plus: Accretion of carrying value to redemption value 31,308,838 Class A common stock subject to possible redemption $ 334,925,540
Reconciliation of Net Income per Common Share	For the Three Months For the Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Class A Common Stock Numerator: Net income allocable to Class A common stock $ 2,724,707 $ 2,603,924 $ 7,031,562 $ 6,830,730 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 33,350,000 33,350,000 33,350,000 25,325,940 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27 Class B Common Stock Numerator: Net income allocable to Class B common stock 681,177 650,981 1,757,891 2,130,707 Denominator: Weighted Average Class A common stock Basic and diluted weighted shares outstanding 8,337,500 8,337,500 8,337,500 7,899,908 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.21 $ 0.27

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 335,530,659 $ 335,530,659 $ — $ — Liabilities: Public Warrants Liability $ 586,126 $ 586,126 $ — $ — Private Placement Warrants Liability 434,941 — — 434,941 $ 1,021,067 $ 586,126 $ — $ 434,941 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 333,520,259 $ 333,520,259 $ — $ — Liabilities: Public Warrants Liability $ 5,501,916 $ 5,501,916 $ — $ — Private Placement Warrants Liability 4,053,659 — — 4,053,659 $ 9,555,575 $ 5,501,916 $ — $ 4,053,659
Schedule of quantitative information regarding Level 3 fair value measurements inputs	March 12, 2021 Inputs Probability of completing a business combination 85 % Risk-free interest rate 1.17 % Expected term remaining (years) 6.43 Expected volatility 24.3 % Stock price $ 9.92 Dividend yield 0.00 % Exercise price $ 11.50 September 30, December 31, 2022 2021 Inputs Probability of completing a business combination 6.9 % 85 % Risk-free interest rate 4.04 % 1.34 % Expected term remaining (years) 5.50 5.85 Expected volatility 7.6 % 11.5 % Stock price $ 9.82 $ 9.75 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50
Schedule of change in the fair value of the warrant liabilities	Fair Value as of December 31, 2021 $ 4,053,659 Change in valuation (1,596,851) Fair Value as of March 31, 2022 2,456,808 Change in valuation (761,608) Fair Value as of June 30, 2022 1,695,200 Change in valuation (1,260,259) Fair Value as of September 30, 2022 $ 434,941 Fair Value as of January 1, 2021 $ — Initial measurement on March 12, 2021 20,222,270 Transfer of public warrants to Level 1 (325,697) Fair Value as of March 31, 2021 19,896,573 Change in valuation as of June 30, 2021 (6,328,212) Transfer of public warrants to Level 1 (7,770,550) Fair Value as of June 30, 2021 5,797,811 Change in valuation as of September 30, 2021 (1,584,763) Fair Value as of September 30, 2021 $ 4,213,048

Organization and Business Ope_2

Organization and Business Operations (Details)				3 Months Ended	9 Months Ended
Organization and Business Operations (Details)	Mar. 12, 2021 USD ($) $ / shares shares	Jan. 08, 2021 USD ($)	Nov. 17, 2020 item	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 15, 2021 USD ($)
Organization and Business Operations
Condition for future business combination number of businesses minimum \| item			1
Proceeds from issuance of Private Placement Warrants						$ 9,170,000
Deferred underwriting fee					$ 11,672,500		$ 11,672,500
Investment of cash into Trust Account						$ 333,500,000
Maturity term of U.S. government securities					185 days
Maximum allowed dissolution expenses					$ 100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Threshold period from closing of public offering entity is obligated to complete Business Combination					24 months
Threshold business days for redemption of public shares					10 days
Cash					$ 231,211		803,309
Working capital (deficit)					(820,053)
Working capital, net of taxes							443,428
Aggregate purchase price				$ 25,000
Sponsor \| Founder Shares
Organization and Business Operations
Aggregate purchase price	$ 25,000
Sponsor \| Promissory Note with Related Party
Organization and Business Operations
Proceeds from related party debts		$ 300,000
Working capital loans warrant
Organization and Business Operations
Outstanding balance of related party note					$ 0		$ 0
Working capital loans warrant \| Related Party Loans
Organization and Business Operations
Price of warrant \| $ / shares					$ 1.50
Loan conversion agreement warrant					$ 2,000,000
Initial Public Offering
Organization and Business Operations
Number of units sold \| shares	33,350,000
Purchase price, per unit \| $ / shares	$ 10
Proceeds from issuance initial public offering	$ 333,500,000
Transaction cost					18,903,894
Underwriting fees					6,670,000
Deferred underwriting fee					11,672,500			$ 11,672,500
Other offering costs					$ 561,394
Investment of cash into Trust Account	$ 333,500,000
Share price \| $ / shares					$ 10
Over-allotment option
Organization and Business Operations
Number of units sold \| shares	3,350,000
Maximum number of shares issued to underwriters \| shares	4,500,000
Purchase price, per unit \| $ / shares	$ 10
Class A Common Stock
Organization and Business Operations
Offering costs as a reduction of temporary equity					$ 18,244,148
Class A Common Stock \| Initial Public Offering
Organization and Business Operations
Number of shares in a unit \| shares	1
Warrants
Organization and Business Operations
Offering costs as a reduction of temporary equity					$ 659,746
Private Placement Warrants \| Private Placement
Organization and Business Operations
Proceeds from issuance of Private Placement Warrants	$ 9,170,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 12, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash		$ 231,211		$ 231,211
Cash equivalents						$ 803,309
Federal depository insurance coverage				$ 250,000		250,000
Number of warrants issued				14,450,833
Effective tax rate		9.59%	0%	4.13%	0%
Statutory tax rate (as a percent)		21%	21%	21%	21%
Unrecognized tax benefits		$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties		$ 0		$ 0		$ 0
Anti-dilutive securities attributable to warrants (in shares)				14,450,833
Initial Public Offering
Number of units sold	33,350,000

Significant Accounting Polici_5

Significant Accounting Policies - Class A common stock (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Accretion of carrying value to redemption value	$ 1,358,936	$ 66,604	$ 29,883,298
Class A Common Stock Subject to Redemption
Gross proceeds				$ 333,500,000
Proceeds allocated to Public Warrants				(11,639,150)
Class A common stock issuance costs				(18,244,148)
Accretion of carrying value to redemption value				31,308,838
Class A common stock subject to possible redemption	$ 334,925,540			$ 334,925,540	$ 333,500,000

Significant Accounting Polici_6

Significant Accounting Policies - Reconciliation of Net Income (Loss) Per Common Share (Details) - 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
Net Income	$ 3,405,884	$ 1,861,876	$ 3,521,693	$ 3,254,905	$ 6,116,110	$ (409,578)	$ 8,789,453	$ 8,961,437
Class A Common Stock
Net Income	$ 2,724,707			$ 2,603,924			$ 7,031,562	$ 6,830,730
Weighted average shares outstanding, Basic	33,350,000			33,350,000			33,350,000	25,325,940
Weighted average shares outstanding, Diluted	33,350,000			33,350,000			33,350,000	20,267,956
Basic net income per share	$ 0.08			$ 0.08			$ 0.21	$ 0.27
Diluted net income per share	$ 0.08			$ 0.08			$ 0.21	$ 0.27
Class B Common Stock
Net Income	$ 681,177			$ 650,981			$ 1,757,891	$ 2,130,707
Weighted average shares outstanding, Basic	8,337,500			8,337,500			8,337,500	7,899,908
Weighted average shares outstanding, Diluted	8,337,500			8,337,500			8,337,500	7,899,908
Basic net income per share	$ 0.08			$ 0.08			$ 0.21	$ 0.27
Diluted net income per share	$ 0.08			$ 0.08			$ 0.21	$ 0.27

Initial Public Offering (Detail

Initial Public Offering (Details)		9 Months Ended
Initial Public Offering (Details)	Mar. 12, 2021 $ / shares shares	Sep. 30, 2022 D $ / shares shares
Public Warrants
Initial Public Offering and Private Placement
Number of shares issuable per warrant \| shares		1
Public warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants expiration term		5 years
Threshold issue price per share		$ 9.20
Percentage of gross proceeds on total equity proceeds		60%
Threshold trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180
Public Warrants \| Class A Common Stock
Initial Public Offering and Private Placement
Exercise price of warrants		$ 11.50
Threshold trading days determining volume weighted average price		10 days
Threshold maximum period for filing registration statement after business combination		60 days
Exercise price by surrendering of whole warrants		$ 0.361
Average reported sale price		10 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Initial Public Offering and Private Placement
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering and Private Placement
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Initial Public Offering and Private Placement
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold number of business days before sending notice of redemption to warrant holders		three
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Class A Common Stock
Initial Public Offering and Private Placement
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Threshold trading days for redemption of public warrants \| D		20
Threshold consecutive trading days for redemption of public warrants \| D		30
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering and Private Placement
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Initial Public Offering
Initial Public Offering and Private Placement
Number of units sold \| shares	33,350,000
Purchase price, per unit	$ 10
Initial Public Offering \| Class A Common Stock
Initial Public Offering and Private Placement
Number of shares in a unit \| shares	1
Initial Public Offering \| Public Warrants
Initial Public Offering and Private Placement
Number of warrants in a unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Exercise price of warrants	$ 11.50
Over-allotment option
Initial Public Offering and Private Placement
Number of units sold \| shares	3,350,000
Purchase price, per unit	$ 10
Maximum number of shares issued to underwriters \| shares	4,500,000

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended
Private Placement (Details) - USD ($)	Mar. 12, 2021	Sep. 30, 2021
Initial Public Offering and Private Placement
Aggregate purchase price		$ 9,170,000
Private Placement \| Private Placement Warrants
Initial Public Offering and Private Placement
Number of warrants to purchase shares issued	6,113,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 9,170,000
Fair value of Private Placement Warrants	8,424,173

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)					3 Months Ended	9 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 15, 2021 shares	Mar. 12, 2021 USD ($) shares	Mar. 09, 2021 USD ($) $ / shares shares	Jan. 08, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Related Party Transaction
Aggregate purchase price \| $					$ 25,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						100%
Threshold period from closing of public offering entity is obligated to complete Business Combination						24 months
Class B Common Stock
Related Party Transaction
Common shares, shares outstanding (in shares)						8,337,500	8,337,500
Founder Shares
Related Party Transaction
Shares no longer subject to forfeiture		837,500
Founder Shares \| Kyle Francis
Related Party Transaction
Aggregate purchase price \| $			$ 450
Price per share \| $ / shares			$ 0.003
Stock transferred during period shares			150,000
Founder Shares \| Officer and Director
Related Party Transaction
Aggregate purchase price \| $			$ 1,600,000
Founder Shares \| Class B Common Stock \| Over-allotment option
Related Party Transaction
Underwriter forfeited the remaining over-allotment option	287,500
Founder Shares \| Sponsor
Related Party Transaction
Aggregate purchase price \| $		$ 25,000
Founder Shares \| Sponsor \| Independent Directors
Related Party Transaction
Stock transferred during period shares			25,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction
Number of shares issued				7,187,500
Aggregate purchase price \| $				$ 25,000
Share dividend			0.2
Common shares, shares outstanding (in shares)			8,625,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial Business Combination						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial Business Combination (in dollars per share) \| $ / shares						$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination \| D						20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D						30
Threshold period after the Business Combination in which the 20 trading days within any 30 trading day period commences						150 days
Founder Shares \| Sponsor \| Class B Common Stock \| Over-allotment option
Related Party Transaction
Shares subject to forfeiture			1,125,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		2 Months Ended	9 Months Ended
	Mar. 12, 2021	Mar. 12, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Jan. 08, 2021
Related Party Transaction
Proceed from promissory note - related party			$ 212,215
Repayment of promissory note - related party			$ 212,215
Working capital loans warrant
Related Party Transaction
Outstanding balance of related party note				$ 0	$ 0
Promissory Note with Related Party
Related Party Transaction
Maximum borrowing capacity of related party promissory note						$ 300,000
Proceed from promissory note - related party		$ 212,215
Repayment of promissory note - related party	$ 212,215
Related Party Loans \| Working capital loans warrant
Related Party Transaction
Loan conversion agreement warrant				$ 2,000,000
Price of warrant				$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 15, 2021	Mar. 12, 2021	Sep. 30, 2022	Dec. 31, 2021
Other Commitments
Deferred underwriting fee			$ 11,672,500	$ 11,672,500
Initial Public Offering
Other Commitments
Percentage of deferred underwriting fee	3.50%
Deferred underwriting fee	$ 11,672,500		$ 11,672,500
Over-allotment option
Other Commitments
Term for underwriters to purchase units to cover over-allotments		45 days
Maximum number of shares issued to underwriters		4,500,000
Underwriter partially exercised option to purchase		3,350,000
Fixed underwriter discount		$ 6,670,000
Underwriter forfeited remaining units	1,150,000

Stockholders' Deficit - Preferr

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

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock Shares (Details)	9 Months Ended	12 Months Ended
Stockholders' Deficit - Common Stock Shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Class A Common Stock subject to possible redemption
Stockholders' Deficit
Class A common stock subject to possible redemption, outstanding (in shares)	33,350,000	33,350,000
Class A Common Stock not subject to possible redemption
Stockholders' Deficit
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Common shares, shares issued (in shares)	33,350,000	33,350,000
Common shares, shares outstanding (in shares)	33,350,000	33,350,000
Class B Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	8,337,500	8,337,500
Common shares, shares outstanding (in shares)	8,337,500	8,337,500
Common stock conversion basis	one-for-one
Ratio to be applied to the stock in the conversion	20
Common shares, votes per share \| Vote	1

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
U.S. Money Market held in Trust Account	$ 335,530,659	$ 333,520,259
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	1,021,067	9,555,575
Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	1,021,067	9,555,575
Recurring \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	586,126	5,501,916
Recurring \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	434,941	4,053,659
U.S. Treasury Securities \| Recurring
Assets:
U.S. Money Market held in Trust Account	335,530,659	333,520,259
Level 1 \| Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	586,126	5,501,916
Level 1 \| Recurring \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	586,126	5,501,916
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
U.S. Money Market held in Trust Account	335,530,659	333,520,259
Level 3 \| Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	434,941	4,053,659
Level 3 \| Recurring \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	$ 434,941	$ 4,053,659

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2022 item $ / shares Y	Dec. 31, 2021 $ / shares item Y	Mar. 12, 2021 Y item $ / shares
Probability of completing a business combination
Fair Value Measurement
Warrants Initial Measurement			0.85
Probability of completing a business combination \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0.069	0.85
Risk-free interest rate
Fair Value Measurement
Warrants Initial Measurement			0.0117
Risk-free interest rate \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0.0404	0.0134
Expected term remaining (years)
Fair Value Measurement
Warrants Initial Measurement \| Y			6.43
Expected term remaining (years) \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement \| Y	5.50	5.85
Expected volatility
Fair Value Measurement
Warrants Initial Measurement			0.243
Expected volatility \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0.076	11.5
Stock price
Fair Value Measurement
Warrants Initial Measurement \| $ / shares			9.92
Stock price \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement \| $ / shares	9.82	9.75
Dividend yield
Fair Value Measurement
Warrants Initial Measurement			0
Dividend yield \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0	0
Exercise price
Fair Value Measurement
Warrants Initial Measurement \| $ / shares			11.50
Exercise price \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement \| $ / shares	11.50	11.50

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurement
Fair value as of beginning of period	$ 1,695,200	$ 2,456,808	$ 4,053,659	$ 5,797,811	$ 19,896,573
Initial measurement on March 12, 2021						$ 20,222,270
Transfer of public warrants to Level 1					(7,770,550)	(325,697)
Change in valuation	$ (1,260,259)	(761,608)	(1,596,851)	$ (1,584,763)	(6,328,212)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of warrant liability			Change in fair value of warrant liability
Fair value as of end of period	$ 434,941	$ 1,695,200	$ 2,456,808	$ 4,213,048	$ 5,797,811	$ 19,896,573

Subsequent Events (Details)

Subsequent Events (Details)	Oct. 05, 2022 USD ($)
Subsequent Events
Subsequent Events
Authorization of new shares of DTOC preferred stock	$ 100,000,000