FTAC Athena Acquisition (FTAA) 10-K 17 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 17, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	FTAC ATHENA ACQUISITION CORP.
Trading Symbol	FTAA
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 246,500,000
Amendment Flag	false
Entity Central Index Key	0001832696
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40096
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1566664
Entity Address, Address Line One	2929 Arch Street
Entity Address, Address Line Two	Suite 1703
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	(212)
Local Phone Number	701-9555
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York
Auditor Firm ID	100
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,660,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,553,333

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 271,045
Prepaid expense and other current assets	318,263
Total Current Assets	589,308
Deferred offering costs		49,190
Investment held in Trust Account	250,021,167
TOTAL ASSETS	250,610,475	49,190
Current liabilities:
Accrued expenses	741,614	6,139
Accrued offering costs		24,190
Total Current Liabilities	741,614	30,329
Warrant liabilities	7,377,250
Deferred underwriting fee payable	10,600,000
Total Liabilities	18,718,864	30,329
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 25,000,000 and no shares, at $10.00 per share at December 31, 2021 and 2020, respectively	250,000,000
Shareholders’ (Deficit) Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 660,000 and no shares issued and outstanding (excluding 25,000,000 and no shares subject to possible redemption) at December 31, 2021 and 2020, respectively	66
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,553,333 and 8,653,333 shares issued and outstanding as of December 31, 2021 and 2020, respectively	855	865
Additional paid-in capital		24,135
Accumulated deficit	(18,109,310)	(6,139)
Total Shareholders’ (Deficit) Equity	(18,108,389)	18,861
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$ 250,610,475	$ 49,190

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Shares subject to possible redemption	25,000,000
Shares subject to possible redemption at Per Share (in Dollars per share)	$ 10	$ 10
Shares subject to possible redemption par value (in Dollars per share)	0.0001	0.0001
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	660,000
Ordinary shares, shares outstanding	660,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	8,553,333	8,653,333
Ordinary shares, shares outstanding	8,553,333	8,653,333

Statements of Operations

Statements of Operations - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
General and administrative expenses	$ 6,139	$ 1,861,924
Loss from operations	(6,139)	(1,861,924)
Interest earned on investment held in Trust Account		21,167
Changes in fair value of warrant liabilities		2,437,700
Transaction costs allocated to warrants		(592,728)
Total other income, net		1,866,139
Net income (loss)	$ (6,139)	$ 4,215
Basic weighted average shares outstanding, Class A ordinary shares (in Shares)		21,723,123
Basic net loss per share, Class A ordinary shares (in Dollars per share)		$ 0
Weighted average shares outstanding, Class B ordinary shares (in Shares)	8,458,333	8,399,908
Basic net loss per share, Class B ordinary shares (in Dollars per share)	$ 0	$ 0
Diluted weighted average shares outstanding, Class A ordinary shares (in Shares)		21,723,123
Diluted net loss per share, Class A ordinary shares (in Dollars per share)		$ 0
Weighted average shares outstanding, Class B ordinary shares (in Shares)	8,458,333	8,553,333
Diluted net loss per share, Class B ordinary shares (in Dollars per share)	$ 0	$ 0

Statements of Changes in Shareh

Statements of Changes in Shareholders’ (Deficit) Equity - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Nov. 05, 2020
Balance (in Shares) at Nov. 05, 2020
Issuance of Class B ordinary shares		$ 865	24,135		25,000
Issuance of Class B ordinary shares (in Shares)		8,653,333
Net income (loss)				(6,139)	(6,139)
Balance at Dec. 31, 2020		$ 865	24,135	(6,139)	18,861
Balance (in Shares) at Dec. 31, 2020		8,653,333
Sale of 660,000 Private Placement Units, net of warrant liabilities	$ 66		6,347,484		6,347,550
Sale of 660,000 Private Placement Units, net of warrant liabilities (in Shares)	660,000
Forfeiture of Founder Shares		$ (10)	10
Forfeiture of Founder Shares (in Shares)		(100,000)
Accretion for Class A ordinary shares to redemption amount			(6,371,629)	(18,107,386)	(24,479,015)
Net income (loss)				4,215	4,215
Balance at Dec. 31, 2021	$ 66	$ 855		$ (18,109,310)	$ (18,108,389)
Balance (in Shares) at Dec. 31, 2021	660,000	8,553,333

Statements of Changes in Shar_2

Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement units	660,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (6,139)	$ 4,215
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investment held in Trust Account		(21,167)
Transaction costs allocated to warrants		592,728
Changes in fair value of warrant liabilities		(2,437,700)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(318,263)
Accrued expenses	6,139	735,475
Net cash used in operating activities		(1,444,712)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(250,000,000)
Net cash used in investing activities		(250,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		245,600,000
Proceeds from sale of Private Placement Units		6,600,000
Proceeds from promissory note — related party		100
Repayment of promissory note — related party		(71,153)
Payment of offering costs		(413,190)
Net cash provided by financing activities		251,715,757
Net Change in Cash		271,045
Cash – Beginning
Cash – Ending		271,045
Non-Cash Investing and Financing Activities:
Offering costs paid through promissory note		71,053
Deferred underwriting fee payable		10,600,000
Forfeiture of Founder Shares		(10)
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs included in accrued offering costs	$ 24,190

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FTAC Athena Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on November 5, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity from inception through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), identifying a target company for a Business Combination and consummating the Business Combination, more fully described in Note 7. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering placed in the Trust Account (described below). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 660,000 Units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to FTAC Athena Sponsor, LLC, a Delaware limited liability company (together with FTAC Athena Advisors, LLC, the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), generating gross proceeds of $6,600,000, which is described in Note 5. Transaction costs amounted to $15,509,243, consisting of $4,400,000 in cash underwriting fees, $10,600,000 of deferred underwriting fees and $509,243 of other offering costs. Following the closing of the Initial Public Offering on February 25, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders 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, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only 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, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company may waive this restriction in its sole discretion. The Sponsor and Cantor Fitzgerald have agreed to waive (i) their redemption rights with respect to any Founder Shares and Placement Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and Placement Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. However, the Sponsor will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within 24 months from the closing of the Initial Public Offering. Cantor Fitzgerald will have the same redemption rights as the Public Shareholders with respect to any Public Shares it acquires. The Company will have until February 25, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 25, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 25, 2023.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants and Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The Warrant Agreement (the “Warrant Agreement”) governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 25, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. Therefore, in the Company’s unaudited condensed financial statements as of and for the three-month period ended March 31, 2021, the Company recorded a warrant liability and revised the original Form 8-K in the notes to such financial statements, which were filed with the SEC on June 8, 2021 in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2021 (“Adjustment No. 1”). In connection with the preparation of the Company’s unaudited condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted an error related to temporary equity and permanent equity (“Adjustment No. 2”). This resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The impact of the restatements on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 25, 2021 As Adjustment Adjustment As Warrant liabilities $ — $ 9,814,950 $ — $ 9,814,950 Class A ordinary shares subject to possible redemption $ 236,109,610 $ (9,814,950 ) $ 23,705,340 $ 250,000,000 Class A ordinary shares $ 205 $ 98 $ (237 ) $ 66 Additional paid-in capital $ 5,005,087 $ 592,630 $ (5,597,717 ) — Accumulated deficit $ (6,139 ) $ (592,728 ) $ (18,107,386 ) $ (18,706,253 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ — $ (23,705,340 ) $ (18,705,332 ) Number of Class A ordinary shares subject to redemption 23,610,961 (981,495 ) 2,370,534 25,000,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 did not have any cash equivalents as of December 31, 2021 and 2020. Investment Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. At December 31, 2021, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. The Company did not have any assets held in the Trust Account as of December 31, 2020. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs amounting to $15,509,243 associated with the Class A ordinary shares issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $592,728 were associated with the warrant liabilities and were expensed to the statements of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The company has evaluated all of their financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The company accounts for the Placement Warrants and the Public Warrants (together with the Public Warrants, the “Warrants”) (see Note 10) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Black Scholes Option Pricing Model and a binomial lattice model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date, if any. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,562,500 ) Class A ordinary shares issuance costs $ (14,916,515 ) Plus: Accretion of carrying value to redemption value $ 24,479,015 Class A ordinary shares subject to possible redemption $ 250,000,000 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the periods. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 6,415,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, For the Period from November 5, 2020 2021 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,040 $ 1,175 $ — $ (6,139 ) Denominator: Basic weighted average shares outstanding 21,723,123 8,399,908 — 8,458,333 Basic net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,024 $ 1,191 $ — $ (6,139 ) Denominator: Basic and diluted weighted average shares outstanding 21,723,123 8,553,333 — 8,458,333 Basic and diluted net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature other than warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Proposed Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of its overallotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald purchased in a private placement an aggregate of 660,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $6,600,000, of which 560,000 Placement Units were purchased by the Sponsor and 100,000 Placement Units were purchased by Cantor Fitzgerald. Each Placement Unit consists of one Class A ordinary share (“Placement Share” or, collectively, “Placement Shares”) and one-fourth of one warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Placement Units were added to the 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 proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 19, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,873,333 Class B ordinary shares (the “Founder Shares”). On January 18, 2021, the Company effected a share capitalization pursuant to which the Company issued an additional 780,000 Founder Shares, resulting in an aggregate of 8,653,333 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to partially exercise its over-allotment option, a total of 1,000,000 shares are no longer subject to forfeiture and 100,000 shares were forfeited as the underwriter does not intend to exercise its option in full. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company agreed, commencing on February 23, 2021, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and shared personnel support services. On June 7, 2021, the administrative services agreement was amended and restated to increase the monthly charge from $25,000 to $32,500 effective July 1, 2021. For the years ended December 31, 2021 and 2020, the Company incurred and paid $320,000 and $0, in fees for these services. As of December 31, 2021 and 2020, there were no amounts accrued for administrative service fees in the accompanying balance sheet. Promissory Note — Related Party On November 19, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021, or the consummation of the Initial Public Offering. The Promissory Note balance of $71,153 was repaid on February 25, 2021, and is no longer available to be drawn down by the Company. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, and 2020, there were no amounts outstanding under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or close of the proposed Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 22, 2021, the holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion of the Founder Shares, are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of a majority of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Notwithstanding the foregoing, Cantor Fitzgerald may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the commencement of sales of the Initial Public Offering, and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of (i) $0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and (ii) $0.60 per Unit of the gross proceeds from the 3,000,000 Units sold pursuant to the over-allotment option, or $1,800,000. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement As previously announced, on August 3, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement Pico On February 24, 2022, the Business Combination Agreement was terminated. As a result of the Termination, the Business Combination Agreement will be of no further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Sponsor Share Restriction Agreement, dated as of August 3, 2021, by and among the Company, FTAC Athena Sponsor, LLC, and FTAC Athena Advisors, LLC, (ii) the Support Agreement, dated as of August 3, 2021, by and among the Company, FTAC Athena Sponsor, LLC, FTAC Athena Advisors, LLC, Pico and the members of Pico party thereto, and (iii) the PIPE Subscription Agreements, each dated August 3, 2021, between the Company and certain investors, will automatically either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other a termination fee as a result of the Termination.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class B ordinary shares will vote on the appointment of directors prior to the consummation of a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITIES	NOTE 9. WARRANT LIABILITIES As of December 31, 2021, there were 6,250,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. As of December 31, 2020, there were no Public Warrants outstanding. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its 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 warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A Ordinary Shares when the price per Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is sent. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of December 31, 2021, there were 165,000 Placement Warrants outstanding. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the 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 Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees, subject to certain limited exceptions. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $250,021,167 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company has not withdrawn any interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of the money market fund at December 31, 2021 is as follows: Level Fair Value December 31, 2021 Investment held in Trust Account – Money Market Fund 1 $ 250,021,167 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, December 31, Liabilities: Warrant liabilities – Public Warrants 1 $ 7,187,500 — Warrant liabilities – Placement Warrants 2 189,750 — The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. As of February 25, 2021, the Public Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement and the Placement Warrants were valued using a Black Scholes Option Pricing Model. The models’ primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of February 25, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker FTAAW. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant closing price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Placement Warrants were determined using the Public Warrant closing price as the fair value of the Public Warrants as of each relevant date approximates the fair value of the Placement Warrants. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 25, 2021 252,450 9,562,500 9,814,950 Change in fair value of warrant liabilities (4,950 ) (187,500 ) (192,450 ) Transfer to Level 1 — (9,375,000 ) (9,375,000 ) Transfer to Level 2 (247,500 ) (247,500 ) Fair value as of December 31, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended June 30, 2021 was $9,375,000. The estimated fair value of the Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the three months ended June 30, 2021, was $247,500.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As previously announced, on August 3, 2021, the Company Business Combination Agreement Pico On February 24, 2022, the Business Combination Agreement was terminated (the “ Termination As a result of the Termination, the Business Combination Agreement will be of no further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Sponsor Share Restriction Agreement, dated as of August 3, 2021, by and among the Company, FTAC Athena Sponsor, LLC, and FTAC Athena Advisors, LLC, (ii) the Support Agreement, dated as of August 3, 2021, by and among the Company, FTAC Athena Sponsor, LLC, FTAC Athena Advisors, LLC, Pico and the members of Pico party thereto, and (iii) the PIPE Subscription Agreements, each dated August 3, 2021, between the Company and certain investors, will automatically either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other a termination fee as a result of the Termination.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 did not have any cash equivalents as of December 31, 2021 and 2020.
Investment Held in Trust Account	Investment Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. At December 31, 2021, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. The Company did not have any assets held in the Trust Account as of December 31, 2020.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs amounting to $15,509,243 associated with the Class A ordinary shares issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $592,728 were associated with the warrant liabilities and were expensed to the statements of operations.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The company has evaluated all of their financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The company accounts for the Placement Warrants and the Public Warrants (together with the Public Warrants, the “Warrants”) (see Note 10) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Black Scholes Option Pricing Model and a binomial lattice model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date, if any.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,562,500 ) Class A ordinary shares issuance costs $ (14,916,515 ) Plus: Accretion of carrying value to redemption value $ 24,479,015 Class A ordinary shares subject to possible redemption $ 250,000,000
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the periods. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 6,415,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, For the Period from November 5, 2020 2021 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,040 $ 1,175 $ — $ (6,139 ) Denominator: Basic weighted average shares outstanding 21,723,123 8,399,908 — 8,458,333 Basic net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,024 $ 1,191 $ — $ (6,139 ) Denominator: Basic and diluted weighted average shares outstanding 21,723,123 8,553,333 — 8,458,333 Basic and diluted net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature other than warrant liabilities (see Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement	Balance Sheet as of February 25, 2021 As Adjustment Adjustment As Warrant liabilities $ — $ 9,814,950 $ — $ 9,814,950 Class A ordinary shares subject to possible redemption $ 236,109,610 $ (9,814,950 ) $ 23,705,340 $ 250,000,000 Class A ordinary shares $ 205 $ 98 $ (237 ) $ 66 Additional paid-in capital $ 5,005,087 $ 592,630 $ (5,597,717 ) — Accumulated deficit $ (6,139 ) $ (592,728 ) $ (18,107,386 ) $ (18,706,253 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ — $ (23,705,340 ) $ (18,705,332 ) Number of Class A ordinary shares subject to redemption 23,610,961 (981,495 ) 2,370,534 25,000,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of ordinary shares reflected in the condensed balance sheets	Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (9,562,500 ) Class A ordinary shares issuance costs $ (14,916,515 ) Plus: Accretion of carrying value to redemption value $ 24,479,015 Class A ordinary shares subject to possible redemption $ 250,000,000
Schedule of basic and diluted net income (loss) per ordinary share	Year Ended December 31, For the Period from November 5, 2020 2021 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,040 $ 1,175 $ — $ (6,139 ) Denominator: Basic weighted average shares outstanding 21,723,123 8,399,908 — 8,458,333 Basic net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,024 $ 1,191 $ — $ (6,139 ) Denominator: Basic and diluted weighted average shares outstanding 21,723,123 8,553,333 — 8,458,333 Basic and diluted net income (loss) per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of the company’s assets measured at fair value	Level Fair Value December 31, 2021 Investment held in Trust Account – Money Market Fund 1 $ 250,021,167
Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis	Description Level December 31, December 31, Liabilities: Warrant liabilities – Public Warrants 1 $ 7,187,500 — Warrant liabilities – Placement Warrants 2 189,750 —
Schedule of changes in the fair value of level 3 warrant liabilities	Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 25, 2021 252,450 9,562,500 9,814,950 Change in fair value of warrant liabilities (4,950 ) (187,500 ) (192,450 ) Transfer to Level 1 — (9,375,000 ) (9,375,000 ) Transfer to Level 2 (247,500 ) (247,500 ) Fair value as of December 31, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	2 Months Ended	12 Months Ended
	Feb. 25, 2021	Dec. 31, 2020	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from sale of private placement units			$ 6,600,000
Transaction Costs			15,509,243
Underwriting fees			4,400,000
Deferred underwriting fees.			10,600,000
Offering Costs			$ 509,243
Percentage of trust account required for business combination			80.00%
Initial public share price (in Dollars per share)			$ 10
Aggregate of the public shares, percentage			15.00%
Business combination of public offering, description			If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Initial public offering price per unit (in Dollars per share)			$ (10)
Transaction agreement, description			In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)	25,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)	3,000,000
Share price (in Dollars per share)	$ 10
Gross proceeds			$ 250,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)			660,000
Price per share (in Dollars per share)			$ 10
Proceeds from sale of private placement units	$ 6,600,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description			Following the closing of the Initial Public Offering on February 25, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Business combination percentage			50.00%
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net tangible assets of business combination			$ 5,000,001
Business Acquisition [Member] | IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redeem public shares, percentage			100.00%

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / shares
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Outstanding shares percentage	50.00%
Net tangible assets | $	$ 5,000,001
Class A Ordinary Shares
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Ordinary shares subject to possible redemption value | $ / shares	$ 10

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement	Feb. 25, 2021USD ($)
As Originally Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities
Class A ordinary shares subject to possible redemption	236,109,610
Class A ordinary shares	205
Additional paid-in capital	5,005,087
Accumulated deficit	(6,139)
Total Shareholders’ Equity (Deficit)	5,000,008
Number of Class A ordinary shares subject to redemption	23,610,961
Adjustment No. 1 [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	9,814,950
Class A ordinary shares subject to possible redemption	(9,814,950)
Class A ordinary shares	98
Additional paid-in capital	592,630
Accumulated deficit	(592,728)
Total Shareholders’ Equity (Deficit)
Number of Class A ordinary shares subject to redemption	(981,495)
Adjustment No. 2 [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities
Class A ordinary shares subject to possible redemption	23,705,340
Class A ordinary shares	(237)
Additional paid-in capital	(5,597,717)
Accumulated deficit	(18,107,386)
Total Shareholders’ Equity (Deficit)	(23,705,340)
Number of Class A ordinary shares subject to redemption	2,370,534
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	9,814,950
Class A ordinary shares subject to possible redemption	250,000,000
Class A ordinary shares	66
Additional paid-in capital
Accumulated deficit	(18,706,253)
Total Shareholders’ Equity (Deficit)	(18,705,332)
Number of Class A ordinary shares subject to redemption	$ 25,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Offering cost	$ 15,509,243
Class A ordinary shares in the aggregate (in Shares) | shares	6,415,000
Federal depository insurance coverage expense	$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering cost	$ 592,728

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the condensed balance sheets	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule of ordinary shares reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 250,000,000
Less:
Proceeds allocated to Public Warrants	(9,562,500)
Class A ordinary shares issuance costs	(14,916,515)
Plus:
Accretion of carrying value to redemption value	24,479,015
Class A ordinary shares subject to possible redemption	$ 250,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income (loss), as adjusted		$ 3,040
Denominator:
Basic weighted average shares outstanding		21,723,123
Basic net income (loss) per ordinary share		$ 0
Allocation of net income (loss), as adjusted		$ 3,024
Basic and diluted weighted average shares outstanding		21,723,123
Basic and diluted net income (loss) per ordinary share		$ 0
Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (6,139)	$ 1,175
Denominator:
Basic weighted average shares outstanding	8,458,333	8,399,908
Basic net income (loss) per ordinary share	$ 0	$ 0
Allocation of net income (loss), as adjusted	$ (6,139)	$ 1,191
Basic and diluted weighted average shares outstanding	8,458,333	8,553,333
Basic and diluted net income (loss) per ordinary share	$ 0	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Initial Public Offering (Details) [Line Items]
Sale of stock, description	Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	25,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	3,000,000
Price per share (in Dollars per share) | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Number of share issued	660,000
Sponsor [Member]
Private Placement (Details) [Line Items]
Number of share issued	560,000
Cantor Fitzgerald [Member]
Private Placement (Details) [Line Items]
Number of share issued	100,000
IPO [Member]
Private Placement (Details) [Line Items]
Aggregate placement units	660,000
Price per placement unit (in Dollars per share) | $ / shares	$ 10
Aggregate purchase price (in Dollars) | $	$ 6,600,000
Class A Ordinary Shares [Member] | Warrant [Member]
Private Placement (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jul. 07, 2021	Jan. 18, 2021	Nov. 19, 2020	Feb. 23, 2021	Dec. 31, 2021	Feb. 25, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Underwriter share forfeited (in Shares)		100,000
Paid fees and service					$ 320,000		$ 0
Repaid of promissory note						$ 71,153
Working capital loans					$ 1,500,000
Business combination, price per share (in Dollars per share)					$ 10
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Offering cost			$ 25,000
Office space and administrative, per month				$ 25,000
Aggregate principal amount			$ 300,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Additional share issued (in Shares)		780,000
Aggregate of shares outstanding (in Shares)		8,653,333
Aggregate of shares subject to forfeiture (in Shares)		1,100,000
Percentage of issued and outstanding shares		25.00%
Founder shares, description					The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Minimum [Member]
Related Party Transactions (Details) [Line Items]
Administrative fees	$ 25,000
Maximum [Member]
Related Party Transactions (Details) [Line Items]
Administrative fees	$ 32,500
Over Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares no longer subject to forfeiture (in Shares)		1,000,000
Class B Ordinary Shares [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration for ordinary shares (in Shares)			7,873,333

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Commitments and Contingencies (Details) [Line Items]
Underwriting description	The underwriter is entitled to a deferred fee of (i) $0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and (ii) $0.60 per Unit of the gross proceeds from the 3,000,000 Units sold pursuant to the over-allotment option, or $1,800,000.
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate deferred fee	$ 1,800,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shareholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Percentage of aggregate outstanding shares	25.00%
Founder Shares [Member]
Shareholders' Equity (Details) [Line Items]
Percentage of aggregate founder shares	25.00%
Over-Allotment Option [Member]
Shareholders' Equity (Details) [Line Items]
Aggregate of shares subject to forfeiture	1,100,000
Class A Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	660,000
Common stock, shares issued	660,000
Ordinary shares subject to possible redemption	25,000,000
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	8,553,333	8,653,333
Common stock, shares issued	8,553,333	8,653,333
Shares of forfeited	100,000

Warrant Liabilities (Details)

Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Warrant Liabilities (Details) [Line Items]
Public warrants outstanding | shares	6,250,000
Warrant term	5 years
Description of redemption of warrants.	Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:  ●in whole and not in part;    ●at a price of $0.01 per warrant;    ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and    ●if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders.
Redemption of warrants scenario two description	Redemption of warrants for Class A Ordinary Shares when the price per Class A ordinary share equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the Public Warrants:  ●in whole and not in part;    ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;
Market value and newly issued price, per share percentage	115.00%
Minimum [Member]
Warrant Liabilities (Details) [Line Items]
Market value and newly issued price, per share percentage	100.00%
Redemption trigger price per share	$ 10
Maximum [Member]
Warrant Liabilities (Details) [Line Items]
Market value and newly issued price, per share percentage	180.00%
Redemption trigger price per share	$ 18
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Market value per share	$ 9.2
Class A Ordinary Shares [Member]
Warrant Liabilities (Details) [Line Items]
Placement warrants outstanding | $	$ 165,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Assets held-in-trust account		$ 250,021,167
Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Fair value measurement	$ 9,375,000
Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Fair value measurement	$ 247,500

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of the company’s assets measured at fair value	Dec. 31, 2021USD ($)
Fair Value [Member] | Level 1 [Member]
Fair Value Measurements (Details) - Schedule of the company’s assets measured at fair value [Line Items]
Investment held in Trust Account – Money Market Fund	$ 250,021,167

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities		$ 7,187,500
Level 2 [Member] | Placement Warrants [Member]
Liabilities:
Warrant liabilities		$ 189,750

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities	12 Months Ended
	Dec. 31, 2021USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value beginning balance
Initial measurement on February 25, 2021	252,450
Change in fair value of warrant liabilities	(4,950)
Fair value ending balance
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value beginning balance
Initial measurement on February 25, 2021	9,562,500
Change in fair value of warrant liabilities	(187,500)
Fair value ending balance
Warrant liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value beginning balance
Initial measurement on February 25, 2021	9,814,950
Change in fair value of warrant liabilities	(192,450)
Fair value ending balance
Level 1 [Member] | Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Transfer to Level
Level 1 [Member] | Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Transfer to Level	(9,375,000)
Level 1 [Member] | Warrant liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Transfer to Level	(9,375,000)
Level 2 [Member] | Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Transfer to Level	(247,500)
Level 2 [Member] | Warrant liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Transfer to Level	$ (247,500)