Rumble (RUM) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information Line Items
Entity Registrant Name	CF ACQUISITION CORP. VI
Trading Symbol	CFVI
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001830081
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	001-40079
Entity Tax Identification Number	85-1087461
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		30,700,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 25,000	$ 25,000
Prepaid expenses	470,739	482,069
Total current assets	495,739	507,069
Other assets		64,562
Cash equivalents held in Trust Account	300,004,850	300,023,016
Total Assets	300,500,589	300,594,647
Current Liabilities:
Accrued expenses	1,529,634	1,316,833
Payables to related party		557,123
Sponsor loan – promissory notes	1,983,691	949,154
Franchise tax payable	49,885	200,000
Total Current Liabilities	3,563,210	3,023,110
Warrant liability	26,363,625	19,954,232
FPS liability	7,491,200	4,452,968
Total Liabilities	37,418,035	27,430,310
Commitments and Contingencies
Class A common stock subject to possible redemption, 30,000,000 shares issued and outstanding at redemption value of $10.00 per share as of both March 31, 2022 and December 31, 2021	300,000,000	300,000,000
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; 160,000,000 shares authorized; 700,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of both March 31, 2022 and December 31, 2021	70	70
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 7,500,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021	750	750
Additional paid-in-capital	175,610	160,975
Accumulated deficit	(37,093,876)	(26,997,458)
Total Stockholders’ Deficit	(36,917,446)	(26,835,663)
Total Liabilities and Stockholders’ Deficit	$ 300,500,589	$ 300,594,647

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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 stock subject to possible redemption, issued	30,000,000	30,000,000
Common stock subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common stock subject to possible redemption, outstanding	30,000,000	30,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	160,000,000	160,000,000
Common stock, shares issued	700,000	700,000
Common stock, shares outstanding	700,000	700,000
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	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative costs	$ 576,192	$ 135,486
Administrative expenses - related party	30,000	12,169
Franchise tax expense	50,000	37,829
Loss from operations	(656,192)	(185,484)
Interest income on investments held in Trust Account	7,399	411
Changes in fair value of warrant liability	(6,409,393)	(198,783)
Changes in fair value of FPS liability	(3,038,232)	(2,789,394)
Net loss	$ (10,096,418)	$ (3,173,250)
Class A - Public shares
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	30,000,000	12,333,333
Basic and diluted net loss per share of common stock:
Basic and diluted net loss per share (in Dollars per share)	$ (0.26)	$ (0.16)
Class A - Private placement
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	700,000	287,778
Basic and diluted net loss per share of common stock:
Basic and diluted net loss per share (in Dollars per share)	$ (0.26)	$ (0.16)
Class B - Common stock
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	7,500,000	7,500,000
Basic and diluted net loss per share of common stock:
Basic and diluted net loss per share (in Dollars per share)	$ (0.26)	$ (0.16)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class ACommon Stock	Class A	Class BCommon Stock		Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020			$ 863		$ 24,137	$ (1,294)	$ 23,706
Balance (in Shares) at Dec. 31, 2020			8,625,000	[1]
Sale of Class A common stock to Sponsor in private placement	$ 70				6,782,493		6,782,563
Sale of Class A common stock to Sponsor in private placement (in Shares)	700,000
Forfeiture of Class B common stock by Sponsor at $0.0001 par value			$ (113)		113
Forfeiture of Class B common stock by Sponsor at $0.0001 par value (in Shares)			(1,125,000)	[1]
Accretion for redeemable shares of Class A common stock to redemption value					(6,806,743)	(9,088,013)	(15,894,756)
Net loss						(3,173,250)	(3,173,250)
Balance at Mar. 31, 2021	$ 70		$ 750			(12,262,557)	(12,261,737)
Balance (in Shares) at Mar. 31, 2021	700,000		7,500,000	[1]
Balance at Dec. 31, 2020			$ 863		24,137	(1,294)	$ 23,706
Balance (in Shares) at Dec. 31, 2020			8,625,000	[1]
Sale of Class A common stock to Sponsor in private placement (in Shares)							30,000,000
Balance at Dec. 31, 2021	$ 70		$ 750		160,975	(26,997,458)	$ (26,835,663)
Balance (in Shares) at Dec. 31, 2021	700,000		7,500,000
Stock-based compensation					14,635		14,635
Sale of Class A common stock to Sponsor in private placement (in Shares)		375,000
Net loss						(10,096,418)	(10,096,418)
Balance at Mar. 31, 2022	$ 70		$ 750		$ 175,610	$ (37,093,876)	$ (36,917,446)
Balance (in Shares) at Mar. 31, 2022	700,000		7,500,000
[1]	This number has been retroactively adjusted to reflect the cancellation of 5,750,000 shares of Class B common stock in October 2020 and 5,750,000 shares of Class B common stock in January 2021. On February 23, 2021, 1,125,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals)	Mar. 31, 2021$ / shares
Statement of Stockholders' Equity [Abstract]
Forfeiture of class B common stock by Sponsor at par value	$ 0.0001

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (10,096,418)	$ (3,173,250)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party	443,479	22,094
Stock-based compensation	14,635
Interest income on investments held in Trust Account	(7,399)	(411)
Changes in fair value of warrant liability	6,409,393	198,783
Changes in fair value of FPS liability	3,038,232	2,789,394
Changes in operating assets and liabilities:
Other assets	135,392
Accrued expenses	212,801	(53,779)
Payables to related party	(557,123)
Franchise tax payable	(150,115)	36,364
Deferred offering costs associated with the initial public offering		180,805
Net cash used in operating activities	(557,123)
Cash flows from investing activities
Proceeds from Trust Account to pay franchise taxes	25,565
Cash deposited in Trust Account		(300,000,000)
Net cash provided by (used in) investing activities	25,565	(300,000,000)
Cash flows from financing activities
Proceeds from related party – Sponsor loan	1,034,537	647,795
Proceeds received from initial public offering		300,000,000
Proceeds received from private placement		7,000,000
Offering costs paid		(6,424,856)
Payment of related party payable	(502,979)	(1,222,939)
Net cash provided by financing activities	531,558	300,000,000
Net change in cash
Cash - beginning of the period	25,000	25,000
Cash - end of the period	25,000	25,000
Supplemental disclosure of non-cash financing activities:
Offering costs paid with note payable to Sponsor		45,346
Prepaid expenses paid with payables to related party		$ 956,034

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VI (the “Company”) was incorporated in Delaware on April 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On December 6, 2021, 1000045707 Ontario Inc., an Ontario corporation and a direct wholly owned subsidiary of the Company, and 1000045728 Ontario Inc., an Ontario corporation and an indirect, wholly owned subsidiary of the Company were incorporated (collectively referred to as the “subsidiaries”). The subsidiaries were incorporated for the purposes of consummating the Transactions (as defined below). 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 VI, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2021. On February 23, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-fourth 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 700,000 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 $7,000,000, 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 $6,600,000, consisting of $6,100,000 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 February 23, 2021, an amount of $300,000,000 ($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 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. On December 1, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Rumble, Inc. (“Rumble”). Pursuant to the Business Combination Agreement and by means of an arrangement under Section 182 of the Business Corporations Act ● For each share of Rumble capital stock held by eligible electing Canadian shareholders of Rumble (“Electing Shareholders”), the Electing Shareholder will receive a number of exchangeable shares in an indirect, wholly owned Canadian subsidiary of the Company (the “ExchangeCo Shares”) equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $10.00 (the “Company Exchange Ratio”), and such Electing Shareholders shall concurrently subscribe for nominal value for a corresponding number of shares of Class C common stock of the Company, par value $0.0001 per share (the “Class C Common Stock”), a new class of voting, non-economic shares of common stock of the Company to be created and issued in connection with the Closing; and ● For each share of Rumble capital stock held by all other shareholders of Rumble (“Non-Electing Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder will receive a number of shares of Class A common of the Company stock equal to the Company Exchange Ratio. The “Arrangement Consideration” means the sum of $3,150,000,000, plus plus In addition, under the Business Combination Agreement and the Arrangement, all outstanding options and warrants to purchase shares of Rumble capital stock will be exchanged for a certain number of options and warrants to purchase shares of Class A common stock of the Company, respectively, based upon formulas set forth in the Business Combination Agreement, including earnout provisions for the options. At Closing, the Escrow Portion (as defined below) of the aggregate shares of Class A common stock, shares of Class C Common Stock and ExchangeCo Shares issued in connection with the Arrangement to the Rumble Shareholders in exchange for their Rumble shares will be set aside in escrow accounts (the “Forfeiture Escrow Accounts”, and the shares in the Forfeiture Escrow Accounts, the “Forfeiture Escrow Shares”). “Escrow Portion” means the quotient of (a) 105,000,000 divided by divided by Subject to payment of the applicable exercise price of Exchanged Company Options, the holders thereof will receive corresponding Tandem Option Earnout Shares, which will be treated substantially the same as the Forfeiture Escrow Shares. In addition, for an aggregate purchase price of $1.0 million (the “Class D Investment”), upon the Closing and pursuant to a subscription agreement to be entered into between Christopher Pavlovski, Rumble’s CEO and founder (“Mr. Pavlovski”) and the Company, the Company will issue and sell to Mr. Pavlovski a number of shares of Class D common stock, par value $0.001 per share (the “Class D Common Stock”), a new class of non-economic shares of common stock of the Company carrying the right to multiple votes per share to be created and issued in connection with the Closing, such that, taking into account the shares of Class A common stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at Closing, upon Closing, Mr. Pavlovski will have 85% of the voting power of the Company on a fully-diluted basis. Such shares of Class D Common Stock to be issued to Mr. Pavlovski are expected to be the only issued and outstanding shares of Class D Common Stock. Contemporaneously with the execution of the Business Combination Agreement, the Company entered into separate Subscription Agreements (the “Subscription Agreements”) with a number of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 8.5 million shares of Class A common stock of the Company (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $85.0 million (the “PIPE Investments”), with the Sponsor’s Subscription Agreement accounting for up to $7.59 million of such aggregate PIPE Investments. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent Closing. Concurrently with the execution of the Business Combination Agreement, the Company entered into a Share Repurchase Agreement with Mr. Pavlovski, pursuant to which the Company agreed to repurchase from Mr. Pavlovski, upon the Closing, 1.1 million ExchangeCo Shares and redeem a corresponding number of shares of Class C Common Stock, for a total purchase price of $11.0 million. The closing of the share repurchase is contingent upon (and will take place immediately following), the Closing. For more information on the Transactions, the agreements described above and other related agreements, please see the Forms 8-K filed by the Company with the SEC on December 2, 2021 and the Company’s Registration Statement on Form S-4 in relation to the Transactions, initially filed with the SEC on February 14, 2022 (the “Registration Statement”). 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 $3,067,000 and $2,516,000, respectively. As of March 31, 2022 and December 31, 2021, approximately $5,000 and $23,000, 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 $151,000 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 $1,984,000 and $949,000, respectively, outstanding under the loans payable by the Company to the Sponsor. As of March 31, 2022 and December 31, 2021, these amounts included approximately $1,750,000 and $949,000, respectively, outstanding under the Sponsor Loan, and approximately $234,000 and $0, respectively, 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 consolidated 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 consolidated 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 consolidated 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 24, 2022 and February 19, 2021, respectively. Principles of Consolidation The consolidated financial statements of the Company include its wholly owned subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. 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 consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated 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, 30,000,000 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 consolidated 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 Loss 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 7,675,000 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 loss per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (7,929,124 ) $ (185,013 ) $ (1,982,281 ) $ (1,945,059 ) $ (45,385 ) $ (1,182,806 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 30,000,000 700,000 7,500,000 12,333,333 287,778 7,500,000 Basic and diluted net loss per share of common stock $ (0.26 ) $ (0.26 ) $ (0.26 ) $ (0.16 ) $ (0.16 ) $ (0.16 ) 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 consolidated 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 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fourth 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 February 23, 2021, the Sponsor forfeited 1,125,000 shares of Class B common stock, due to the underwriter not exercising 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 In April 2020, the Sponsor purchased 20,125,000 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. In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled, and in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled. In February 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to two of the independent directors of the Company. As a result, the Company recognized approximately $15,000 of compensation expense at fair value that was presented in the Company’s consolidated statements of operations for the three months ended March 31, 2022. On February 23, 2021, the Sponsor forfeited 1,125,000 shares of Class B common stock, due to the underwriter not exercising 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 7,500,000 Founder Shares outstanding and held by the Sponsor and two of the independent directors of the Company. All share and per share amounts have been retroactively adjusted. 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 700,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($7,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-fourth 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. 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 $10,500,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering. 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 $151,000. 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 Company’s initial Business Combination. For the three months ended March 31, 2022 and 2021, the Company paid approximately $30,000 and $12,000, respectively, for office space and administrative fees. As of March 31, 2022 and December 31, 2021, there was approximately $1,984,000 and $949,000, respectively, outstanding under the loans payable by the Company to the Sponsor. As of March 31, 2022 and December 31, 2021, these amounts included approximately $1,750,000 and $949,000, respectively, outstanding under the Sponsor Loan, and approximately $234,000 and $0, respectively, outstanding under the Working Capital Loans. 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. As described below in “Subsequent Events,” the Company entered into a Working Capital Loan on April 21, 2022 in the amount of up to $500,000. Except for the foregoing, the terms of any future Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and approximately $557,000, respectively.

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 February 18, 2021, 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 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On February 23, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. advised the Company that it would not exercise the over-allotment option. CF&Co. was paid a cash underwriting discount of $6,000,000 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 the Company’s ability to consummate an Initial Business Combination, including the Rumble Business Combination, the specific impacts are not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated 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). In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled, and in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled. On February 23, 2021, the Sponsor forfeited 1,125,000 shares of Class B common stock, resulting in an aggregate of 7,500,000 Founder Shares outstanding and held by the Sponsor and two of the independent directors of the Company. Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted for this split and cancellation. Preferred Stock

Warrants

Warrants	3 Months Ended
	Mar. 31, 2022
Disclosure of Warrants [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 Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 300,004,850 $ - $ - $ 300,004,850 Liabilities: Warrant liability $ 25,762,500 $ 601,125 $ - $ 26,363,625 FPS liability - - 7,491,200 7,491,200 Total Liabilities $ 25,762,500 $ 601,125 $ 7,491,200 $ 33,854,825 December 31, 2021 Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 300,023,016 $ - $ - $ 300,023,016 Liabilities: Warrant liability $ 19,499,250 $ 454,982 $ - $ 19,954,232 FPS liability - - 4,452,968 4,452,968 Total Liabilities $ 19,499,250 $ 454,982 $ 4,452,968 $ 24,407,200 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 consolidated 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 consolidated statement of operations. Initial Measurement The Company established the initial fair value for the warrants on February 23, 2021, the date of the closing of the Initial Public Offering. 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-fourth 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-fourth 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 shares of Class A common stock subject to possible redemption. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company utilized the OPM to value the warrants as of February 23, 2021, with any subsequent changes in fair value recognized in the consolidated statement of operations. The estimated fair value of the warrant liability as of February 23, 2021, 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 February 23, 2021: February 23, Risk-free interest rate 0.76 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 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 $0.6 million and $25.8 million, respectively. As of December 31, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $0.5 million and $19.5 million, respectively. The following tables present the changes in the fair value of warrant liability for the period from February 23, 2021 through March 31, 2021 and for the three months ended March 31, 2022: Private Placement Public Warrant Liability Fair value as of February 23, 2021 $ 217,437 $ 9,318,750 $ 9,536,187 Change in valuation inputs or other assumptions (1) 4,533 194,250 198,783 Fair value as of March 31, 2021 $ 221,970 $ 9,513,000 $ 9,734,970 Private Placement Public Warrant Liability Fair value as of December 31, 2021 (2) $ 454,982 $ 19,499,250 $ 19,954,232 Change in valuation inputs or other assumptions (1) 146,143 6,263,250 6,409,393 Fair value as of March 31, 2022 $ 601,125 $ 25,762,500 $ 26,363,625 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated 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 $7.3 million during the year ended December 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 95% 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 period from February 23, 2021 through March 31, 2021 and for the three months ended March 31, 2022: FPS Fair value as of February 23, 2021 $ 3,859,558 Change in valuation inputs or other assumptions (1) (1,070,164 ) Fair value as of March 31, 2021 $ 2,789,394 FPS Fair value as of December 31, 2021 $ 4,452,968 Change in valuation inputs or other assumptions (1) 3,038,232 Fair value as of March 31, 2022 $ 7,491,200 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated 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 consolidated balance sheet date up to the date that the unaudited condensed consolidated 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 consolidated financial statements other than the below. On April 21, 2022, the Company signed a promissory note in favor of the Sponsor for a Working Capital Loan in the amount of up to $500,000. On May 13, 2022, the Company filed Amendment No.1 to the Registration Statement with the SEC.

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 consolidated 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 consolidated 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 consolidated 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 consolidated 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, 30,000,000 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 consolidated 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 Loss Per Share of Common Stock	Net Loss 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 7,675,000 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 loss per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (7,929,124 ) $ (185,013 ) $ (1,982,281 ) $ (1,945,059 ) $ (45,385 ) $ (1,182,806 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 30,000,000 700,000 7,500,000 12,333,333 287,778 7,500,000 Basic and diluted net loss per share of common stock $ (0.26 ) $ (0.26 ) $ (0.26 ) $ (0.16 ) $ (0.16 ) $ (0.16 )
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 consolidated 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 loss per share of common stock	For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (7,929,124 ) $ (185,013 ) $ (1,982,281 ) $ (1,945,059 ) $ (45,385 ) $ (1,182,806 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 30,000,000 700,000 7,500,000 12,333,333 287,778 7,500,000 Basic and diluted net loss per share of common stock $ (0.26 ) $ (0.26 ) $ (0.26 ) $ (0.16 ) $ (0.16 ) $ (0.16 )

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 Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 300,004,850 $ - $ - $ 300,004,850 Liabilities: Warrant liability $ 25,762,500 $ 601,125 $ - $ 26,363,625 FPS liability - - 7,491,200 7,491,200 Total Liabilities $ 25,762,500 $ 601,125 $ 7,491,200 $ 33,854,825 Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 300,023,016 $ - $ - $ 300,023,016 Liabilities: Warrant liability $ 19,499,250 $ 454,982 $ - $ 19,954,232 FPS liability - - 4,452,968 4,452,968 Total Liabilities $ 19,499,250 $ 454,982 $ 4,452,968 $ 24,407,200
Schedule of fair value measurement of the warrants	February 23, Risk-free interest rate 0.76 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 %
Schedule of changes in fair value of warrant liability	Private Placement Public Warrant Liability Fair value as of February 23, 2021 $ 217,437 $ 9,318,750 $ 9,536,187 Change in valuation inputs or other assumptions (1) 4,533 194,250 198,783 Fair value as of March 31, 2021 $ 221,970 $ 9,513,000 $ 9,734,970 Private Placement Public Warrant Liability Fair value as of December 31, 2021 (2) $ 454,982 $ 19,499,250 $ 19,954,232 Change in valuation inputs or other assumptions (1) 146,143 6,263,250 6,409,393 Fair value as of March 31, 2022 $ 601,125 $ 25,762,500 $ 26,363,625 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated 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 $7.3 million during the year ended December 31, 2021. FPS Fair value as of February 23, 2021 $ 3,859,558 Change in valuation inputs or other assumptions (1) (1,070,164 ) Fair value as of March 31, 2021 $ 2,789,394 FPS Fair value as of December 31, 2021 $ 4,452,968 Change in valuation inputs or other assumptions (1) 3,038,232 Fair value as of March 31, 2022 $ 7,491,200 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated 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
	Feb. 23, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds			$ 300,000,000
Business combination, description	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.	For each share of Rumble capital stock held by eligible electing Canadian shareholders of Rumble (“Electing Shareholders”), the Electing Shareholder will receive a number of exchangeable shares in an indirect, wholly owned Canadian subsidiary of the Company (the “ExchangeCo Shares”) equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $10.00 (the “Company Exchange Ratio”), and such Electing Shareholders shall concurrently subscribe for nominal value for a corresponding number of shares of Class C common stock of the Company, par value $0.0001 per share (the “Class C Common Stock”), a new class of voting, non-economic shares of common stock of the Company to be created and issued in connection with the Closing; and ●For each share of Rumble capital stock held by all other shareholders of Rumble (“Non-Electing Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder will receive a number of shares of Class A common of the Company stock equal to the Company Exchange Ratio.
Offering costs		$ 6,600,000
Deferred underwriting fees		6,100,000
Other cost		$ 500,000
Fair market value, percentage		80.00%
Minimum net worth required for compliance		$ 5,000,001
Redeem price percentage		15.00%
Redeem public share Percentage		100.00%
Net of outstanding		$ 3,150,000,000
Aggregate purchase price		$ 1,000,000
Par value (in Dollars per share)			$ 0.0001
Public per share (in Dollars per share)		$ 10
Sale of stock (in Shares)				30,000,000
Dissolution expenses		$ 100,000
Trust Account per share (in Dollars per share)		$ 10
Cash		$ 25,000		$ 25,000
Working capital deficit		3,067,000		2,516,000
Interest income		5,000		23,000
Outstanding under sponsor loan		1,750,000		949,000
Working capital loans amount		$ 234,000		$ 0
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock (in Shares)	30,000,000	30,000,000
Price per share (in Dollars per share)	$ 10
Gross proceeds	$ 300,000,000
Deferred underwriting fees		$ 6,000,000
Forward purchase units (in Shares)		1,500,000
Public per share (in Dollars per share)		$ 10
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock (in Shares)		700,000
Price per share (in Dollars per share)	$ 10	$ 10
Gross proceeds	$ 300,000,000	$ 7,000,000
Public per share (in Dollars per share)		$ 10
Mr. Pavlovski [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Total purchase price		$ 1,100,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Per share held in the trust account (in Dollars per share)		$ 10		$ 10
Par value (in Dollars per share)		0.0001		$ 0.0001
Public per share (in Dollars per share)		$ 11.5
Sale of stock (in Shares)		375,000
Class C Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Total purchase price		$ 11,000,000
Trust Account [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Per share held in the trust account (in Dollars per share)		$ 10
Dissolution expenses		$ 100,000
Mr. Pavlovski [Member] | Class D Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Par value (in Dollars per share)		$ 0.001
Business acquisitions voting		85.00%
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Contribution amount		$ 25,000
Loan amount		151,000
Maximum sponsor loan		1,750,000
Outstanding under sponsor loan		1,984,000		$ 949,000
Sponsor [Member] | Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds		$ 15,000,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Percentage of voting interests acquired		50.00%
Escrow Portion [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Business combination, description		(a) 105,000,000 divided by (b) the Arrangement Consideration divided by $10.00. The Forfeiture Escrow Shares will be held in escrow for five years after the Closing (such period, the “Escrow Period”), at which time, if not earned and released to the Rumble Shareholders in accordance with the terms of the Business Combination Agreement, such Forfeiture Escrow Shares will be released to the Company for cancellation. The Forfeiture Escrow Shares will be earned and released by the Rumble Shareholders upon the closing price of the Class A common stock of the Company equaling or exceeding targets of $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 consecutive trading day period during the Escrow Period.
PIPE Investments [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per share (in Dollars per share)		$ 10
Aggregate purchase price		$ 85,000,000
Aggregate PIPE Investments		$ 7,590,000
PIPE Investments [Member] | Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Aggregate purchase shares (in Shares)		8,500,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance corporation maximum coverage	$ 250,000
Common stock subject to possible redemption		30,000,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	30,000,000	30,000,000
Common stock subject to possible redemption	375,000
Class A Common Stock [Member] | Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant purchase	$ 7,675,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share of common stock - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A – Private placement shares [Member]
Numerator:
Allocation of net loss	$ (7,929,124)	$ (1,945,059)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	30,000,000	12,333,333
Basic and diluted net loss per share of common stock	$ (0.26)	$ (0.16)
Class A – Private placement shares [Member]
Numerator:
Allocation of net loss	$ (185,013)	$ (45,385)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	700,000	287,778
Basic and diluted net loss per share of common stock	$ (0.26)	$ (0.16)
Class B – Common stock [Member]
Numerator:
Allocation of net loss	$ (1,982,281)	$ (1,182,806)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	7,500,000	7,500,000
Basic and diluted net loss per share of common stock	$ (0.26)	$ (0.16)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended		3 Months Ended
	Feb. 23, 2021	Feb. 23, 2021	Mar. 31, 2022
Initial Public Offering (Details) [Line Items]
Sale of per share (in Dollars per share)			$ 10
Warrants description			Each Unit consists of one share of Class A common stock, and one-fourth 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).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of share units	30,000,000		30,000,000
Sale of per share (in Dollars per share)			$ 10
Issued and outstanding shares, percentage	20.00%	20.00%
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sponsor forfeited shares		1,125,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended				3 Months Ended
	Feb. 23, 2021	Jan. 31, 2021	Oct. 31, 2020	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Apr. 21, 2022	Dec. 31, 2021	Feb. 28, 2021
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001
Founders shares transferred to independent director (in Shares)									20,000
Compensation expense					$ 15,000
Shares issued price per share (in Dollars per share)					$ 10
Pre-IPO note					$ 1,034,537	$ 647,795
Office space and administrative fees					30,000	$ 12,000
Amount outstanding					$ 1,984,000		$ 500,000	$ 949,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)					700,000
Shares issued price per share (in Dollars per share)					$ 10
Aggregate value					$ 7,000,000
Warrant expire term					5 years
Initial Pubic Offering [Member]
Related Party Transactions (Details) [Line Items]
Shares issued price per share (in Dollars per share)					$ 10
Business combination gross proceeds					$ 10,500,000
Marketing fee, percentage					3.50%
Pre-IPO note					$ 151,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001			$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					0.0001			$ 0.0001
Shares issued price per share (in Dollars per share)					$ 11.5
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Pre-IPO note					$ 300,000
Sponsor loan amount					1,750,000
Admin expense to sponsor					10,000
Amount outstanding					1,750,000			$ 949,000
Accounts payable outstanding					0			557,000
Working capital loans [Member]
Related Party Transactions (Details) [Line Items]
Amount outstanding								$ 0
Amount outstanding					$ 234,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, 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.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares cancelled (in Shares)		5,750,000	5,750,000
Issued and outstanding ordinary shares percentage	20.00%
Shares outstanding (in Shares)	7,500,000
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares Issued (in Shares)				20,125,000
Common stock, par value (in Dollars per share)				$ 0.0001
Aggregate price				$ 25,000
Sponsor forfeited shares (in Shares)	1,125,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)shares
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase of shares (in Shares) | shares	4,500,000
Underwriting fee	$ 100,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount	$ 6,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	1 Months Ended			3 Months Ended
	Feb. 23, 2021	Jan. 31, 2021	Oct. 31, 2020	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)						$ 0.0001
Percentage of converted share				20.00%
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				160,000,000	160,000,000
Common stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				700,000	700,000
Shares excluding from subject to possible redemption				30,000,000	30,000,000
Common stock, share outstanding				700,000	700,000
Class A Common Stock [Member] | Private Placement [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, share outstanding				700,000
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				7,500,000	7,500,000
Common stock, share outstanding	7,500,000			7,500,000	7,500,000
Common stock voting rights				Holders of Class B common stock are entitled to one vote for each share.
Shares forfeited	1,125,000			1,125,000
Percentage of converted share				20.00%
Founder Shares [Member] | Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares cancelled		5,750,000	5,750,000

Warrants (Details)

Warrants (Details)	3 Months Ended
	Mar. 31, 2022
Disclosure Of Warrants [Abstract]
Public warrant term	5 years
Debt instrument redemption 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.

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	Dec. 31, 2021
Fair Value Measurements on a Recurring Basis (Details) [Line Items]
Fair value measurement, description	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 95% 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.
Level 3 [Member]
Fair Value Measurements on a Recurring Basis (Details) [Line Items]
Fair value transfers out of level 3		$ 7.3
Private Placement Warrants [Member]
Fair Value Measurements on a Recurring Basis (Details) [Line Items]
Aggregate fair values private placement warrants	$ 0.6	0.5
Public Warrants [Member]
Fair Value Measurements on a Recurring Basis (Details) [Line Items]
Aggregate value of private public warrants	$ 25.8	$ 19.5

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
Assets:
Assets held in Trust Account U.S. Treasury Securities	$ 300,004,850	$ 300,023,016
Liabilities:
Warrant liability	26,363,625	19,954,232
FPS liability	7,491,200	4,452,968
Total Liabilities	33,854,825	24,407,200
Quoted Prices in Active Markets (Level 1)
Assets:
Assets held in Trust Account U.S. Treasury Securities	300,004,850	300,023,016
Liabilities:
Warrant liability	25,762,500	19,499,250
FPS liability
Total Liabilities	25,762,500	19,499,250
Significant Other Observable Inputs (Level 2)
Assets:
Assets held in Trust Account U.S. Treasury Securities
Liabilities:
Warrant liability	601,125	454,982
FPS liability
Total Liabilities	601,125	454,982
Significant Other Unobservable Inputs (Level 3)
Assets:
Assets held in Trust Account U.S. Treasury Securities
Liabilities:
Warrant liability
FPS liability	7,491,200	4,452,968
Total Liabilities	$ 7,491,200	$ 4,452,968

Fair Value Measurements on a _5

Fair Value Measurements on a Recurring Basis (Details) - Schedule of fair value measurement of the warrants	3 Months Ended
	Apr. 23, 2021$ / shares
Schedule of fair value measurement of the warrants [Abstract]
Risk-free interest rate	0.76%
Expected term (years)	5 years
Expected volatility	17.50%
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 10
Dividend yield	0.00%

Fair Value Measurements on a _6

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in fair value of warrant liability - USD ($)		1 Months Ended	3 Months Ended
		Mar. 31, 2021	Mar. 31, 2022
Private Placement [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value as of beginning balance		$ 217,437	$ 454,982	[1]
Change in valuation inputs or other assumptions	[2]	4,533	146,143
Fair value as of ending balance		221,970	601,125
Public [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value as of beginning balance		9,318,750	19,499,250	[1]
Change in valuation inputs or other assumptions		194,250	6,263,250	[2]
Fair value as of ending balance		9,513,000	25,762,500
Warrant Liability [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value as of beginning balance		9,536,187	19,954,232	[1]
Change in valuation inputs or other assumptions		198,783	6,409,393	[2]
Fair value as of ending balance		9,734,970	26,363,625
FPS Liability [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value as of beginning balance		3,859,558	4,452,968
Change in valuation inputs or other assumptions	[3]	(1,070,164)	3,038,232
Fair value as of ending balance		$ 2,789,394	$ 7,491,200
[1]	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 $7.3 million during the year ended December 31, 2021.
[2]	Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statement of operations.
[3]	Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated statement of operations.

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 21, 2022USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital loan	$ 500,000