CF Acquisition Corp. IV (CFIV) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information Line Items
Entity Registrant Name	CF ACQUISITION CORP. IV
Trading Symbol	CFIV
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001825249
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39824
Entity Tax Identification Number	85-1042073
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	938-5000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		51,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		12,500,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 25,000	$ 25,000
Prepaid expenses	414,732	468,772
Total current assets	439,732	493,772
Cash equivalents held in Trust Account	500,008,084	500,033,381
Total Assets	500,447,816	500,527,153
Current Liabilities:
Accrued expenses	969,550	970,615
Sponsor loan – promissory notes	1,262,096	856,648
Franchise tax payable	46,812	191,403
Total Current Liabilities	2,278,458	2,018,666
Warrant liability	6,798,299	12,581,699
FPS liability	2,580,924	2,774,932
Total Liabilities	11,657,681	17,375,297
Commitments and Contingencies
Class A common stock subject to possible redemption, 50,000,000 shares issued and outstanding at redemption value of $10.00 per share as of both March 31, 2022 and December 31, 2021	500,000,000	500,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both March 31, 2022 and December 31, 2021
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 1,000,000 shares issued and outstanding (excluding 50,000,000 shares subject to possible redemption) as of both March 31, 2022 and December 31, 2021	100	100
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 12,500,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021	1,250	1,250
Additional paid-in-capital	282,902	282,902
Accumulated deficit	(11,494,117)	(17,132,396)
Total Stockholders’ Deficit	(11,209,865)	(16,848,144)
Total Liabilities and Stockholders’ Deficit	$ 500,447,816	$ 500,527,153

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock subject to possible redemption per share (in Dollars per share)	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common shares subject to issued possible redemption	50,000,000	50,000,000
Common stock subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common shares subject to outstanding possible redemption	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	1,000,000	1,000,000
Common stock, shares outstanding	1,000,000	1,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	12,500,000	12,500,000
Common stock, shares outstanding	12,500,000	12,500,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative costs	$ 271,460	$ 213,419
Administrative expenses - related party	30,000	31,290
Franchise tax expense	50,000	55,311
Loss from operations	(351,460)	(300,020)
Interest income on investments held in Trust Account	12,331	8,494
Changes in fair value of warrant liability	5,783,400	7,675,500
Changes in fair value of FPS liability	194,008	274,940
Net income	$ 5,638,279	$ 7,658,914
Class A Public Shares
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	50,000,000	50,000,000
Basic and diluted net income per share of common stock:
Basic and diluted net income per share (in Dollars per share)	$ 0.09	$ 0.12
Class A Private Placement
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	1,000,000	1,000,000
Basic and diluted net income per share of common stock:
Basic and diluted net income per share (in Dollars per share)	$ 0.09	$ 0.12
Class B Common Stock
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	12,500,000	12,500,000
Basic and diluted net income per share of common stock:
Basic and diluted net income per share (in Dollars per share)	$ 0.09	$ 0.12

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 100	$ 1,250		$ (25,587,281)	$ (25,585,931)
Balance (in Shares) at Dec. 31, 2020	1,000,000	12,500,000
Net income				7,658,914	7,658,914
Balance at Mar. 31, 2021	$ 100	$ 1,250		(17,928,367)	(17,927,017)
Balance (in Shares) at Mar. 31, 2021	1,000,000	12,500,000
Balance at Dec. 31, 2021	$ 100	$ 1,250	282,902	(17,132,396)	(16,848,144)
Balance (in Shares) at Dec. 31, 2021	1,000,000	12,500,000
Net income				5,638,279	5,638,279
Balance at Mar. 31, 2022	$ 100	$ 1,250	$ 282,902	$ (11,494,117)	$ (11,209,865)
Balance (in Shares) at Mar. 31, 2022	1,000,000	12,500,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net income	$ 5,638,279	$ 7,658,914
Adjustments to reconcile net income to net cash used in operating activities
General and administrative expenses paid by related party	337,076	214,900
Interest income on investments held in Trust Account	(12,331)	(8,494)
Changes in fair value of warrant liability	(5,783,400)	(7,675,500)
Changes in fair value of FPS liability	(194,008)	(274,940)
Changes in operating assets and liabilities:
Prepaid expenses	135,040
Accrued expenses	(1,065)	16,766
Franchise tax payable	(144,591)	48,355
Net cash used in operating activities	(25,000)	(19,999)
Cash flows from investing activities
Proceeds from Trust Account to pay franchise taxes	37,628	6,955
Net cash provided by investing activities	37,628	6,955
Cash flows from financing activities
Proceeds from related party – Sponsor loan	405,448	673,922
Payment of related party payable	(418,076)	(1,097,654)
Net cash used in financing activities	(12,628)	(423,732)
Net change in cash		(436,776)
Cash - beginning of the period	25,000	468,731
Cash - end of the period	25,000	31,955
Supplemental disclosure of non-cash financing activities
Prepaid expenses paid with payables to related party		$ 59,250

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. IV (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced operations. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (expense). The Company’s sponsor is CFAC Holdings IV, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,000,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $10,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $9,600,000, consisting of $9,100,000 of underwriting fees and approximately $500,000 of other costs. Following the closing of the Initial Public Offering and sale of Private Placement Units on December 28, 2020, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of both March 31, 2022 and December 31, 2021, the Company had $25,000 of cash in its operating account. As of March 31, 2022 and December 31, 2021, the Company had a working capital deficit of approximately $1,839,000 and $1,525,000, respectively. As of March 31, 2022 and December 31, 2021, approximately $8,000 and $33,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through March 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of March 31, 2022 and December 31, 2021, there was approximately $1,262,000 and $857,000, respectively, outstanding under the Sponsor Loan. As of both March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2022 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and the final prospectus filed by the Company with the SEC on March 31, 2022 and December 28, 2020, respectively. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both March 31, 2022 and December 31, 2021. The Company’s investments held in the Trust Account as of both March 31, 2022 and December 31, 2021 were comprised of cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three months ended March 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of both March 31, 2022 and December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock: For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 4,439,590 $ 88,792 $ 1,109,897 $ 6,030,641 $ 120,613 $ 1,507,660 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 50,000,000 1,000,000 12,500,000 50,000,000 1,000,000 12,500,000 Basic and diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.09 $ 0.12 $ 0.12 $ 0.12 Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit, including 5,000,000 Units sold upon the partial exercise of the underwriter’s over-allotment option. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On January 23, 2020, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 Founder Shares to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 12,500,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,000,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($10,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On December 28, 2021, the Sponsor entered into an agreement pursuant to which it agreed to transfer 2,500 shares of Class A common stock to an independent director of the Company. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $18,500,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $158,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s initial Business Combination. For the three months ended March 31, 2022 and 2021, the Company paid approximately $30,000 and $31,000, respectively, for office space and administrative fees. As of March 31, 2022 and December 31, 2021, the Company had borrowed approximately $1,262,000 and $857,000, respectively, under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying unaudited condensed balance sheets.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on December 22, 2020, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 6,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. CF&Co. partially exercised the over-allotment option for 5,000,000 Units concurrent with the closing of the Initial Public Offering. On December 28, 2020, simultaneously with the closing of the Initial Public Offering, CF&Co. advised the Company that it would not exercise the remaining portion of the over-allotment option. CF&Co. was paid a cash underwriting discount of $9,000,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impacts of the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 6 - Stockholders’ Deficit Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to 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 Initial Public Offering and related to the closing of the 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 the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 Founder Shares to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, resulting in an aggregate of 12,500,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Preferred Stock

Warrants

Warrants	3 Months Ended
	Mar. 31, 2022
Warrant Disclosure [Abstract]
Warrants	Note 7 – Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements on a Re

Fair Value Measurements on a Recurring Basis	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements on a Recurring Basis	Note 8—Fair Value Measurements on a Recurring Basis 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are: ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value. March 31, 2022 Description Quoted Significant Significant Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,008,084 $ - $ - $ 500,008,084 Liabilities: Warrant liability $ 6,665,000 $ 133,299 $ - $ 6,798,299 FPS liability - - 2,580,924 2,580,924 Total Liabilities $ 6,665,000 $ 133,299 $ 2,580,924 $ 9,379,223 December 31, 2021 Description Quoted Significant Significant Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,033,381 $ - $ - $ 500,033,381 Liabilities: Warrant liability $ 12,335,000 $ 246,699 $ - $ 12,581,699 FPS liability - - 2,744,932 2,774,932 Total Liabilities $ 12,335,000 $ 246,699 $ 2,744,932 $ 15,356,631 Level 1 assets as of both March 31, 2022 and December 31, 2021 include investments in a money market fund that holds U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement The Company established the initial fair value for the warrants on December 28, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December 31, 2020. As of December 31, 2020, the Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the shares of Class A common stock subject to possible redemption. The warrants were classified as Level 3 at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs. The Company utilized the OPM to value the warrants as of December 31, 2020, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability as of December 31, 2020 was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants as of December 31, 2020: December 31, Risk-free interest rate 0.5 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.29 Dividend yield 0.0 % Subsequent Measurement During the year ended December 31, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 1 due to the use of an observable quoted price in an active market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the year ended December 31, 2021. There were no transfers into or out of Level 3 fair value measurement during the three months ended March 31, 2022. As of March 31, 2022, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $0.1 million and $6.7 million, respectively. As of December 31, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $0.2 million and $12.3 million, respectively. The following tables present the changes in the fair value of warrant liability for the three months ended March 31, 2021 and 2022: Private Placement Public Warrant Liability Fair value as of December 31, 2020 $ 443,833 $ 22,191,666 $ 22,635,499 Change in valuation inputs or other assumptions (1) (150,500 ) (7,525,000 ) (7,675,500 ) Fair value as of March 31, 2021 (2) $ 293,333 $ 14,666,666 $ 14,959,999 Private Placement Public Warrant Liability Fair value as of December 31, 2021 $ 246,699 $ 12,335,000 $ 12,581,699 Change in valuation inputs or other assumptions (1) (113,400 ) (5,670,000 ) (5,783,400 ) Fair value as of March 31, 2022 $ 133,299 $ 6,665,000 $ 6,798,299 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations. (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.7 million during the three months ended March 31, 2021. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $15.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of March 31, 2022 and December 31, 2021, the probability assigned to the consummation of the Business Combination was 70% and 80%, respectively. The probability was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and affiliates of the Sponsor’s track record for consummating similar transactions. The following tables present the changes in the fair value of the FPS liability for the three months ended March 31, 2021 and 2022: FPS Fair value as of December 31, 2020 $ 3,370,886 Change in valuation inputs or other assumptions (1) (274,940 ) Fair value as of March 31, 2021 $ 3,095,946 FPS Fair value as of December 31, 2021 $ 2,774,932 Change in valuation inputs or other assumptions (1) (194,008 ) Fair value as of March 31, 2022 $ 2,580,924 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
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 and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both March 31, 2022 and December 31, 2021. The Company’s investments held in the Trust Account as of both March 31, 2022 and December 31, 2021 were comprised of cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three months ended March 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.
Warrant and FPS Liability	Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of both March 31, 2022 and December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock: For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 4,439,590 $ 88,792 $ 1,109,897 $ 6,030,641 $ 120,613 $ 1,507,660 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 50,000,000 1,000,000 12,500,000 50,000,000 1,000,000 12,500,000 Basic and diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.09 $ 0.12 $ 0.12 $ 0.12
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income per share of common stock	For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 4,439,590 $ 88,792 $ 1,109,897 $ 6,030,641 $ 120,613 $ 1,507,660 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 50,000,000 1,000,000 12,500,000 50,000,000 1,000,000 12,500,000 Basic and diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.09 $ 0.12 $ 0.12 $ 0.12

Fair Value Measurements on a _2

Fair Value Measurements on a Recurring Basis (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Significant Significant Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,008,084 $ - $ - $ 500,008,084 Liabilities: Warrant liability $ 6,665,000 $ 133,299 $ - $ 6,798,299 FPS liability - - 2,580,924 2,580,924 Total Liabilities $ 6,665,000 $ 133,299 $ 2,580,924 $ 9,379,223 Description Quoted Significant Significant Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,033,381 $ - $ - $ 500,033,381 Liabilities: Warrant liability $ 12,335,000 $ 246,699 $ - $ 12,581,699 FPS liability - - 2,744,932 2,774,932 Total Liabilities $ 12,335,000 $ 246,699 $ 2,744,932 $ 15,356,631
Schedule of fair value measurement of the warrants	December 31, Risk-free interest rate 0.5 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.29 Dividend yield 0.0 %
Schedule of changes in the fair value of warrant liabilities	Private Placement Public Warrant Liability Fair value as of December 31, 2020 $ 443,833 $ 22,191,666 $ 22,635,499 Change in valuation inputs or other assumptions (1) (150,500 ) (7,525,000 ) (7,675,500 ) Fair value as of March 31, 2021 (2) $ 293,333 $ 14,666,666 $ 14,959,999 Private Placement Public Warrant Liability Fair value as of December 31, 2021 $ 246,699 $ 12,335,000 $ 12,581,699 Change in valuation inputs or other assumptions (1) (113,400 ) (5,670,000 ) (5,783,400 ) Fair value as of March 31, 2022 $ 133,299 $ 6,665,000 $ 6,798,299 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations. (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.7 million during the three months ended March 31, 2021. FPS Fair value as of December 31, 2020 $ 3,370,886 Change in valuation inputs or other assumptions (1) (274,940 ) Fair value as of March 31, 2021 $ 3,095,946 FPS Fair value as of December 31, 2021 $ 2,774,932 Change in valuation inputs or other assumptions (1) (194,008 ) Fair value as of March 31, 2022 $ 2,580,924 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 28, 2020	Mar. 31, 2022	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds	$ 500,000,000
Business combination expire		5 years
Sale of stock price per unit (in Dollars per share)	$ 10
Offering costs		$ 9,600,000
Underwriting fees		9,100,000
Other cost		$ 500,000
Maturity term		185 days
Fair market value percentage		80.00%
Shares held trust account per share (in Dollars per share)		$ 10
Redeem public share percentage		100.00%
Initial business combination units (in Shares)		1,500,000
Dissolution expenses		$ 100,000
Cash of operating account		25,000	$ 25,000
Interest income earned on funds held in trust account		$ 8,000	33,000
Liquidity and capital resources, description		The Company’s liquidity needs through March 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).
Maximum sponsor loan		$ 1,750,000
Sponsors loan		$ 1,262,000	857,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of units (in Shares)		50,000,000
Sale of stock price per unit (in Dollars per share)		$ 10
Underwriting fees		$ 9,000,000
Net proceeds	$ 500,000,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per share (in Dollars per share)	$ 10
Sale of units (in Shares)		5,000,000
Private Placement Units [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of units (in Shares)		1,000,000
Sale of stock price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 10,000,000
Net proceeds		10,000,000
Liquidity and Capital Resources [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Cash of operating account		25,000	25,000
Working capital deficit		$ 1,839,000	$ 1,525,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)	5,000,000
Price per share (in Dollars per share)	$ 11.5
Shares held trust account per share (in Dollars per share)		$ 10	$ 10
Redeeming aggregate shares percentage		15.00%
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)	50,000,000
Trust Account [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares held trust account per share (in Dollars per share)		$ 10
Dissolution expenses		$ 100,000
Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds		$ 15,000,000
Forward Purchase Contract [Member] | Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price per unit (in Dollars per share)		$ 10
Forward Purchase Contract [Member] | Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)		375,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Acquires outstanding voting securities percentage		50.00%
Net tangible assets		$ 5,000,001
Business Combination [Member] | Trust Account [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares held trust account per share (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	50,000,000	50,000,000
Aggregate to purchase	16,999,999

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A – Public shares [Member]
Numerator:
Allocation of net income	$ 4,439,590	$ 6,030,641
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	50,000,000	50,000,000
Basic and diluted net income per share of common stock	$ 0.09	$ 0.12
Class A – Private placement shares [Member]
Numerator:
Allocation of net income	$ 88,792	$ 120,613
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	1,000,000	1,000,000
Basic and diluted net income per share of common stock	$ 0.09	$ 0.12
Class B – Common Stock [Member]
Numerator:
Allocation of net income	$ 1,109,897	$ 1,507,660
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	12,500,000	12,500,000
Basic and diluted net income per share of common stock	$ 0.09	$ 0.12

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 28, 2020	Mar. 31, 2022
Initial Public Offering (Details) [Line Items]
Common stock price (in Dollars per share)	$ 10
Issued and outstanding common stock percentage after initial public offering	20.00%
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of share units		50,000,000
Common stock price (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of share units		5,000,000
Class A Common Stock [Member] | Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Common stock price by warrant exercise (in Dollars)		$ 11.5
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Forfeited shares	437,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 03, 2020	Dec. 28, 2020	Dec. 18, 2020	Jan. 23, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 28, 2021
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)		$ 10
Related Party Transaction, Due from (to) Related Party					$ 18,500,000
Pre-IPO note					405,448	$ 673,922
Maximum sponsor loan					1,750,000
Admin expense to sponsor					10,000
Office space and administrative fees					30,000	$ 31,000
Sponsor loan					1,262,000		$ 857,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate value					$ 10,000,000
Purchased shares (in Shares)					1,000,000
Price per share (in Dollars per share)					$ 10
Warrants price per share (in Dollars per share)					$ 11.5
IPO [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate value		$ 500,000,000
Purchased shares (in Shares)					50,000,000
Price per share (in Dollars per share)					$ 10
Marketing fee percentage					3.50%
Pre-IPO note					$ 158,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares (in Shares)					5,000,000
Marketing fee percentage					5.50%
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares (in Shares)				11,500,000
Common stock, par value (in Dollars per share)				$ 0.0001
Purchased an aggregate value				$ 25,000
Aggregate founder shares returned (in Shares)	2,875,000
Sponsor forfeited shares (in Shares)		437,500
Issued and outstanding percentage		20.00%
Founder Shares outstanding (in Shares)		12,500,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, description					The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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.
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Transfer shares (in Shares)								2,500
Class A Common Stock [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares (in Shares)					1,000,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares transferred to independent directors (in Shares)			30,000
Pre-IPO note					$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)shares
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount	$ 9,100,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Partially exercised units | shares	5,000,000
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount	$ 9,000,000
Underwriter fees	$ 100,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units | shares	6,750,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	Nov. 03, 2020	Dec. 28, 2020	Dec. 18, 2020	Mar. 31, 2022	Dec. 31, 2021	Jan. 23, 2020
Stockholders’ Deficit (Details) [Line Items]
Shares forfeited		437,500
Ownership percentage		20.00%
Public warrants, description				The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to 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 Initial Public Offering and related to the closing of the 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 the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).
Founder shares description		On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, resulting in an aggregate of 12,500,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company.
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				240,000,000	240,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				1,000,000	1,000,000
Common stock, share outstanding				1,000,000	1,000,000
Common shares subject to possible redemption				50,000,000
Class A Common Stock [Member] | Private Placement [Member]
Stockholders’ Deficit (Details) [Line Items]
Outstanding shares				1,000,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				40,000,000	40,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				12,500,000	12,500,000
Common stock, share outstanding				12,500,000	12,500,000
Outstanding shares						11,500,000
Sponsor [Member]
Stockholders’ Deficit (Details) [Line Items]
Sponsor forfeited	2,875,000
Shares transferred to independent directors			30,000

Warrants (Details)

Warrants (Details)	3 Months Ended
	Mar. 31, 2022
Warrants (Details) [Line Items]
Common stock of warrants description	The Company may redeem the Public Warrants:  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●at any time during the exercise period;   ●upon a minimum of 30 days’ prior written notice of redemption;   ●if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and  ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
Expiry of public warrants	5 years
Public Warrants [Member]
Warrants (Details) [Line Items]
Common stock of warrants description	30 days

Fair Value Measurements on a _3

Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Initial measurement, description	the Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the shares of Class A common stock subject to possible redemption.
Aggregate value of private placement warrants	$ 0.1		$ 0.2
Aggregate value of private public warrants	6.7		$ 12.3
Fair value transfers out of level 3		$ 7.7
Aggregate net assets	15
Common stock warrants issued	$ 15
Business combination	70.00%		80.00%

Fair Value Measurements on a _4

Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Total Liabilities	$ 11,657,681	$ 17,375,297
Estimate of Fair Value Measurement [Member]
Assets:
Assets held in Trust Account U.S. Treasury Securities	500,008,084	500,033,381
Liabilities:
Warrant liability	6,798,299	12,581,699
FPS liability	2,580,924	2,774,932
Total Liabilities	9,379,223	15,356,631
Estimate of Fair Value Measurement [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account U.S. Treasury Securities	500,008,084	500,033,381
Liabilities:
Warrant liability	6,665,000	12,335,000
FPS liability
Total Liabilities	6,665,000	12,335,000
Estimate of Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account U.S. Treasury Securities
Liabilities:
Warrant liability	133,299	246,699
FPS liability
Total Liabilities	133,299	246,699
Estimate of Fair Value Measurement [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account U.S. Treasury Securities
Liabilities:
Warrant liability
FPS liability	2,580,924	2,744,932
Total Liabilities	$ 2,580,924	$ 2,744,932

Fair Value Measurements on a _5

Fair Value Measurements on a Recurring Basis (Details) - Schedule of fair value measurement of the warrants	12 Months Ended
	Dec. 31, 2020$ / shares
Schedule of fair value measurement of the warrants [Abstract]
Risk-free interest rate	0.50%
Expected term (years)	5 years
Expected volatility	17.50%
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 10.29
Dividend yield	0.00%

Fair Value Measurements on a _6

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Private Placement [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		$ 246,699	$ 443,833
Change in valuation inputs or other assumptions		(113,400)	(150,500)	[1]
Fair value ending balance		133,299	293,333	[2]
Public [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		12,335,000	22,191,666
Change in valuation inputs or other assumptions		(5,670,000)	(7,525,000)	[1]
Fair value ending balance		6,665,000	14,666,666	[2]
Warrant Liability [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		12,581,699	22,635,499
Change in valuation inputs or other assumptions		(5,783,400)	(7,675,500)	[1]
Fair value ending balance		6,798,299	14,959,999	[2]
FPS Liability [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value beginning balance		2,774,932	3,370,886
Change in valuation inputs or other assumptions	[3]	(194,008)	(274,940)
Fair value ending balance		$ 2,580,924	$ 3,095,946
[1]	Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations.
[2]	Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.7 million during the three months ended March 31, 2021.
[3]	Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.