Fortistar Sustainable Solutions (FSSI) 10-Q13 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 12, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-39939
Entity Registrant Name	FORTISTAR SUSTAINABLE SOLUTIONS CORP.
Entity Central Index Key	0001822862
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2693583
Entity Address, Address Line One	One North Lexington Avenue
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	914
Local Phone Number	421-4900
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	FSSIU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FSSI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,875,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,468,750
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FSSIW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 247,256	$ 661,275
Prepaid expenses	278,155	302,159
Total Current Assets	525,411	963,434
Marketable securities held in Trust Account	258,803,175	258,778,573
TOTAL ASSETS	259,328,586	259,742,007
Current liabilities:
Accrued expenses and accounts payable	1,715,309	1,746,660
Total Current Liabilities	1,715,309	1,746,660
Warrant liabilities	6,199,720	12,265,755
Deferred underwriting fee payable	9,056,250	9,056,250
Total Liabilities	16,971,279	23,068,665
Commitments (Note 6)
Class A common stock subject to possible redemption; $0.0001 par value; 25,875,000 shares at redemption value at March 31, 2022 and December 31, 2021	258,750,000	258,750,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(16,393,340)	(22,077,305)
Total Stockholders' Deficit	(16,392,693)	(22,076,658)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	259,328,586	259,742,007
Class A Common Stock [Member]
Stockholders' Deficit
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock	$ 647	$ 647

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption (in shares)	25,875,000	25,875,000
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Common stock, subject to possible redemption (in shares)	25,875,000	25,875,000
Class B Common Stock [Member]
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	6,468,750	6,468,750
Common stock, shares outstanding (in shares)	6,468,750	6,468,750

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Loss from Operations [Abstract]
Operating and formation costs	$ 406,672	$ 189,500
Loss from operations	(406,672)	(189,500)
Other income (expense):
Change in fair value of warrant liabilities	6,066,035	402,250
Transaction costs incurred in connection with Initial Public Offering	0	(536,079)
Interest earned on marketable securities held in Trust Account	24,602	10,562
Total other income (expenses), net	6,090,637	(123,267)
Net income (loss)	$ 5,683,965	$ (312,767)
Class A Common Stock [Member]
Other income (expense):
Basic weighted-average shares outstanding (in shares)	25,875,000	17,537,500
Diluted weighted-average shares outstanding (in shares)	25,875,000	17,537,500
Basic income (loss) per share (in dollars per share)	$ 0.18	$ (0.01)
Diluted income (loss) per share (in dollars per share)	$ 0.18	$ (0.01)
Class B Common Stock [Member]
Other income (expense):
Basic weighted-average shares outstanding (in shares)	6,468,750	6,196,875
Diluted weighted-average shares outstanding (in shares)	6,468,750	6,196,875
Basic income (loss) per share (in dollars per share)	$ 0.18	$ (0.01)
Diluted income (loss) per share (in dollars per share)	$ 0.18	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock [Member]Class A [Member]	Common Stock [Member]Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 647	$ 24,353	$ (3,952)	$ 21,048
Beginning balance (in shares) at Dec. 31, 2020	0	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement for Class A common stock subject to redemption amount			(2,033,353)	(21,413,041)	(23,446,394)
Cash paid in excess of fair value for private warrants	$ 0	$ 0	2,009,000	0	2,009,000
Net income (loss)	0	0	0	(312,767)	(312,767)
Ending balance at Mar. 31, 2021	$ 0	$ 647	0	(21,729,760)	(21,729,113)
Ending balance (in shares) at Mar. 31, 2021	0	6,468,750
Beginning balance at Dec. 31, 2021	$ 0	$ 647	0	(22,077,305)	(22,076,658)
Beginning balance (in shares) at Dec. 31, 2021	0	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	$ 0	0	5,683,965	5,683,965
Ending balance at Mar. 31, 2022	$ 0	$ 647	$ 0	$ (16,393,340)	$ (16,392,693)
Ending balance (in shares) at Mar. 31, 2022	0	6,468,750

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 5,683,965	$ (312,767)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(24,602)	(10,562)
Change in fair value of warrant liabilities	(6,066,035)	(402,250)
Transaction costs incurred in connection with IPO	0	536,079
Changes in operating assets and liabilities:
Prepaid expenses	24,004	(615,637)
Accrued expenses and accounts payable	(31,351)	115,483
Net cash used in operating activities	(414,019)	(689,654)
Cash Flows from Investing Activities:
Investment in Trust Account	0	(258,750,000)
Net cash used in investing activities	0	(258,750,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	253,575,000
Proceeds from sale of Private Placement Warrants	0	7,175,000
Repayment of promissory note - related party	0	(150,000)
Payment of offering costs	0	(313,613)
Net cash provided by financing activities	0	260,286,387
Net Change in Cash	(414,019)	846,733
Cash - Beginning	661,275	107,601	$ 107,601
Cash - Ending	247,256	954,334	$ 661,275
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	0	55,212
Initial classification of Class A common stock subject to possible redemption	0	258,750,000
Deferred underwriting fee payable	$ 0	$ 9,056,250

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Fortistar Sustainable Solutions Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and the change in fair value of its warrant liabilities. The registration statements for the Company’s Initial Public Offering were declared effective on January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is de scribed in Note 3. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to FSSC Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,175,000, which is described in Note 4. Transaction costs amounted to $14,667,474, consisting of $5,175,000 of underwriting fees, $9,056,250 of deferred underwriting fees and $436,224 of other offering costs. Following the closing of the Initial Public Offering on January 29, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. T he Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 29, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until January 29, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete 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 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 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 (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is continually monitoring and evaluating the potential impact of the COVID-19 pandemic and the Russia-Ukraine war on our Company, and thus far management of the Company has concluded that while it is reasonably possible that the virus and/or the Russia-Ukraine war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of these uncertainties. Liquidity and Going Concern As of March 31, 2022, the Company had $247,256 in its operating bank account, $258,803,175 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith, and a working capital deficit of $1,136,724, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned on the Trust Account. As of March 31, 2022, $53,175 of the amount on deposit in the Trust Account represented interest income, which is available to be withdrawn to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through January 29, 2023, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 statement 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 condensed 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed 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 March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”), Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled as follows: Gross proceeds $ 258,750,000 Less: Proceeds allocated to Public Warrants (9,315,000 ) Class A common stocks issuance costs (14,131,394 ) Plus: Remeasurement of carrying value to redemption value 23,446,394 Class A common stocks subject to possible redemption $ 258,750,000 Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 the end of 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 condensed statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 9). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per common share. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 20,112,500 shares of Class A common stocks in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 4,547,172 $ 1,136,793 $ (231,106 ) $ (81,661 ) Denominator: Basic and diluted weighted average shares outstanding 25,875,000 6,468,750 17,537,500 6,196,875 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-06 — “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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

PUBLIC OFFERING

PUBLIC OFFERING	3 Months Ended
PUBLIC OFFERING	Mar. 31, 2022
PUBLIC OFFERING [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, inclusive of 3,375,000 Units sold to the underwriters on January 29, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2022
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $7,175,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants 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 of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The difference between the initial fair value of $0.72 per share (or $5,166,000) of the Private Placement Warrants (see Note 8) and the purchase of $1.00 per share of $2,009,000 was recorded in additional paid-in capital

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2022
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 31, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 26, 2021, the Company declared a which resulted in the issuance of 718,750 additional Founder Shares. Founder Shares is The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or earlier if (B) subsequent to a Business Combination, the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination. On January 14, 2021, FSSC Sponsor LLC transferred an aggregate of 25,000 shares of Class B Common Stock held by it to each independent director nominee (“Purchaser”) in consideration of the assignment of shares. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights. If the Purchaser does not become a director of the Company at the time of the Company’s initial public offering, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, all of the Purchaser’s Shares shall be returned to the Sponsor. The sale of the Founders Shares to the Company’s independent director’s nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s independent director nominees was $534,750 or $7.13 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Administrative Services Agreement The Company agreed, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three months ended March 31, 2022 and 2021, the Company incurred $30,000 and $20,968 in fees for these services, respectively, of which such amounts are included in accrued expenses in the accompanying condensed balance sheets. Promissory Note — Related Party On August 31, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on January 29, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021 there were no Working Capital Loan amounts outstanding.

COMMITMENTS

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2022
COMMITMENTS [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder 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 liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,056,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2022
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 25,875,000 shares of common stock subject to possible redemption which are presented as temporary equity. Class B Common Stock — The Company is authorized to issue 30,000,000 shares of Class B common stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of the Founder Shares may also elect to convert its shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment.

WARRANTS

WARRANTS	3 Months Ended
WARRANTS	Mar. 31, 2022
WARRANTS [Abstract]
WARRANTS	NOTE 8. WARRANTS At March 31, 2022 and December 31, 2021, there were 12,937,500 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional one year The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 . • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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. At March 31, 2022 and December 31, 2021 there were 7,175,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,803,175 $ 258,778,573 Liabilities: Warrant Liability – Public Warrants 1 3,988,011 7,891,875 Warrant Liability – Private Placement Warrants 3 2,211,709 4,373,880 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of March 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. The key inputs into the binomial lattice model for the Private Warrants were as follows: Input March 31, 2022 December 31, 2021 Market price of public shares $ 9.79 $ 9.71 Risk-free rate 2.45 % 1.18 % Dividend yield 0.00 % 0.00 % Volatility 6.7 % 12.9 % Exercise price $ 11.50 $ 11.50 Effective expiration date June 26, 2026 June 26, 2026 The following table presents the changes in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2022: Private Placement Warrants Fair value as of January 1, 2022 $ 4,373,880 Change in valuation inputs or other assumptions (2,162,171 ) Fair value as of March 31 2022 $ 2,211,709 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. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy that occurred during the three months ended March 31, 2022.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Use of Estimates	Use of Estimates The preparation of the condensed 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed 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 March 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”), Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled as follows: Gross proceeds $ 258,750,000 Less: Proceeds allocated to Public Warrants (9,315,000 ) Class A common stocks issuance costs (14,131,394 ) Plus: Remeasurement of carrying value to redemption value 23,446,394 Class A common stocks subject to possible redemption $ 258,750,000
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 the end of 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 condensed statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 9).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Net Income (Loss) Per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per common share. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 20,112,500 shares of Class A common stocks in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 4,547,172 $ 1,136,793 $ (231,106 ) $ (81,661 ) Denominator: Basic and diluted weighted average shares outstanding 25,875,000 6,468,750 17,537,500 6,196,875 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.01 ) $ (0.01 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-06 — “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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Common Stock Subject to Possible Redemption	At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled as follows: Gross proceeds $ 258,750,000 Less: Proceeds allocated to Public Warrants (9,315,000 ) Class A common stocks issuance costs (14,131,394 ) Plus: Remeasurement of carrying value to redemption value 23,446,394 Class A common stocks subject to possible redemption $ 258,750,000
Basic and Diluted Net Income (Loss) per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 4,547,172 $ 1,136,793 $ (231,106 ) $ (81,661 ) Denominator: Basic and diluted weighted average shares outstanding 25,875,000 6,468,750 17,537,500 6,196,875 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.01 ) $ (0.01 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,803,175 $ 258,778,573 Liabilities: Warrant Liability – Public Warrants 1 3,988,011 7,891,875 Warrant Liability – Private Placement Warrants 3 2,211,709 4,373,880
Key Inputs into Binomial Lattice Model for Warrants	The key inputs into the binomial lattice model for the Private Warrants were as follows: Input March 31, 2022 December 31, 2021 Market price of public shares $ 9.79 $ 9.71 Risk-free rate 2.45 % 1.18 % Dividend yield 0.00 % 0.00 % Volatility 6.7 % 12.9 % Exercise price $ 11.50 $ 11.50 Effective expiration date June 26, 2026 June 26, 2026
Change in Fair Value of Derivative Warrant Liabilities	The following table presents the changes in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2022: Private Placement Warrants Fair value as of January 1, 2022 $ 4,373,880 Change in valuation inputs or other assumptions (2,162,171 ) Fair value as of March 31 2022 $ 2,211,709

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Jan. 29, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from issuance of warrants		$ 0	$ 7,175,000
Transaction costs	$ 14,667,474
Underwriting fees	5,175,000
Deferred underwriting fees	9,056,250	9,056,250		$ 9,056,250
Other offering costs	436,224
Net proceeds deposited in Trust Account	$ 258,750,000	$ 0	$ 258,750,000
Cash deposited in Trust Account per Unit (in dollars per share)		$ 10
Minimum percentage of Trust Account equal to fair market value of business combination required		80.00%
Minimum required post transaction ownership percentage of acquired business		50.00%
Redemption price (in dollars per share)		$ 10
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Amount of interest to pay dissolution expenses		$ 100,000
Class A Common Stock [Member]
Proceeds from Issuance of Equity [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Initial Public Offering [Member] \| Public Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Number of common stock included in each unit (in shares)	0.5
Initial Public Offering [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	25,875,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 258,750,000
Initial Public Offering [Member] \| Class A Common Stock [Member]
Proceeds from Issuance of Equity [Abstract]
Number of common stock included in each unit (in shares)	1
Transaction costs		$ 14,131,394		$ 14,131,394
Over-Allotment Option [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	3,375,000
Share price (in dollars per share)	$ 10
Private Placement [Member] \| Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)	$ 1
Warrants issued (in shares)	7,175,000
Gross proceeds from issuance of warrants	$ 7,175,000

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liquidity and Going Concern [Abstract]
Cash	$ 247,256	$ 661,275
Marketable securities held in Trust Account	258,803,175	$ 258,778,573
Working capital	1,136,724
Interest earned on marketable securities held in Trust Account	$ 53,175

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jan. 29, 2021
Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds	$ 0	$ 253,575,000
Class A common stocks issuance costs				$ (14,667,474)
Class A common stock subject to possible redemption	258,750,000		$ 258,750,000
Initial Public Offering [Member]
Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds	258,750,000		258,750,000
Accretion of carrying value to redemption value	23,446,394		23,446,394
Class A common stock subject to possible redemption	258,750,000		258,750,000
Initial Public Offering [Member] \| Common Class A [Member]
Common Stock Subject to Possible Redemption [Abstract]
Class A common stocks issuance costs	(14,131,394)		(14,131,394)
Initial Public Offering [Member] \| Public Warrants [Member]
Common Stock Subject to Possible Redemption [Abstract]
Proceeds allocated to Public Warrants	$ (9,315,000)		$ (9,315,000)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
INCOME TAXES [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A [Member]
Net Income (Loss) Per Common Share [Abstract]
Warrants exercisable to purchase of aggregate class A common stock (in shares)	20,112,500
Numerator: [Abstract]
Allocation of net income (loss), as adjusted	$ 4,547,172	$ (231,106)
Denominator: [Abstract]
Basic weighted-average shares outstanding (in shares)	25,875,000	17,537,500
Diluted weighted-average shares outstanding (in shares)	25,875,000	17,537,500
Basic net income loss per share (in dollars per share)	$ 0.18	$ (0.01)
Diluted net income loss per share (in dollars per share)	$ 0.18	$ (0.01)
Class B [Member]
Numerator: [Abstract]
Allocation of net income (loss), as adjusted	$ 1,136,793	$ (81,661)
Denominator: [Abstract]
Basic weighted-average shares outstanding (in shares)	6,468,750	6,196,875
Diluted weighted-average shares outstanding (in shares)	6,468,750	6,196,875
Basic net income loss per share (in dollars per share)	$ 0.18	$ (0.01)
Diluted net income loss per share (in dollars per share)	$ 0.18	$ (0.01)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)	Jan. 29, 2021$ / sharesshares
Initial Public Offering [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	25,875,000
Share price (in dollars per share) \| $ / shares	$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of common stock included in each unit (in shares)	0.5
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.50
Initial Public Offering [Member] \| Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of common stock included in each unit (in shares)	1
Number of common stock called by each warrant (in shares)	1
Over-Allotment Option [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,375,000
Share price (in dollars per share) \| $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jan. 29, 2021	Mar. 31, 2022	Mar. 31, 2021
Private Placement [Abstract]
Proceeds from private placement of warrants		$ 0	$ 7,175,000
Cash paid in excess of fair value for private warrants			$ 2,009,000
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	7,175,000
Share price (in dollars per share)	$ 1
Proceeds from private placement of warrants	$ 7,175,000
Initial fair value of warrants (in dollars per share)		$ 0.72
Initial fair value of warrants		$ 5,166,000
Purchase price of warrants (in dollars per share)		$ 1
Cash paid in excess of fair value for private warrants		$ 2,009,000
Private Placement [Member] \| Private Placement Warrants [Member] \| Class A Common Stock [Member]
Private Placement [Abstract]
Number of common stock called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)	Jan. 26, 2021shares	Jan. 14, 2021shares	Aug. 31, 2020USD ($)shares	Mar. 31, 2022USD ($)$ / sharesshares	Jan. 29, 2021shares
ASC 718 [Member] \| Independent Director's Nominees [Member]
Related Party Transactions [Abstract]
Fair value of shares granted (in shares)				75,000
Fair value of shares granted \| $				$ 534,750
Fair value of shares granted (in dollars per share) \| $ / shares				$ 7.13
Stock-based compensation expense \| $				$ 0
Sponsor [Member] \| Class A Common Stock [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		25,000
Stock conversion basis at time of business combination		1
Founder Shares [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)					0
Founder Shares [Member] \| Minimum [Member]
Related Party Transactions [Abstract]
Period not to transfer, assign or sell shares				1 year
Founder Shares [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Related Party Transactions [Abstract]
Share price threshold to transfer, assign or sell shares (in dollars per share) \| $ / shares				$ 12
Threshold period after initial business combination				150 days
Founder Shares [Member] \| Class B Common Stock [Member]
Related Party Transactions [Abstract]
Stock dividend, additional shares (in shares)	718,750
Shares issued (in shares)				6,468,750
Shares outstanding (in shares)				6,468,750
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Related Party Transactions [Abstract]
Number of trading days				20 days
Trading day threshold period				30 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			5,750,000
Proceeds from issuance of Class B common stock to Sponsor \| $			$ 25,000
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)			843,750

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($)	Jan. 26, 2021	Mar. 31, 2022	Mar. 31, 2021
Related Party Transactions [Abstract]
Fees incurred and paid		$ 30,000	$ 20,968
Maximum [Member]
Related Party Transactions [Abstract]
Monthly related party fee	$ 10,000

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($)	Jan. 29, 2021	Aug. 31, 2020
Related Party Transactions [Abstract]
Repayment of outstanding promissory note	$ 150,000
Maximum [Member]
Related Party Transactions [Abstract]
Aggregate principal amount of note		$ 300,000

RELATED PARTY TRANSACTIONS, Rel

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Working Capital Loans [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Amount outstanding	$ 0	$ 0
Initial Stockholders, Affiliate of Initial Stockholders or Certain of the Company's Officers and Directors [Member]
Related Party Transactions [Abstract]
Amount of related party transaction	$ 1,000,000
Share price (in dollars per share)	$ 1

COMMITMENTS (Details)

COMMITMENTS (Details)	Mar. 31, 2022USD ($)Demand	Dec. 31, 2021USD ($)	Jan. 29, 2021USD ($)$ / shares
Underwriting Agreement [Abstract]
Underwriters deferred fee (in dollars per unit) \| $ / shares			$ 0.35
Deferred underwriting fees \| $	$ 9,056,250	$ 9,056,250	$ 9,056,250
Maximum [Member]
Registration And Stockholder Rights [Abstract]
Number of demands eligible security holder can make \| Demand	3

STOCKHOLDERS' EQUITY, Preferred

STOCKHOLDERS' EQUITY, Preferred Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

STOCKHOLDERS' EQUITY, Common St

STOCKHOLDERS' EQUITY, Common Stock (Details)	3 Months Ended
STOCKHOLDERS' EQUITY, Common Stock (Details)	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021$ / sharesshares	Jan. 29, 2021$ / shares
Stockholders' Equity [Abstract]
Conversion of stock at the time of business combination (in shares)	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of voting rights per share \| Vote	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Common stock, subject to possible redemption (in shares)	25,875,000	25,875,000
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of voting rights per share \| Vote	1
Common stock, shares issued (in shares)	6,468,750	6,468,750
Common stock, shares outstanding (in shares)	6,468,750	6,468,750

WARRANTS (Details)

WARRANTS (Details) - $ / shares	3 Months Ended
WARRANTS (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	1 year
Expiration period of warrants	5 years
Period for registration statement to become effective	60 days
Limitation period to transfer, assign or sell warrants	30 days
Maximum [Member]
Warrants [Abstract]
Number of days to file registration statement	20 days
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Trading day threshold period	20 days
Percentage of aggregate gross proceeds of issuance available for funding of business combination	60.00%
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	115.00%
Warrant redemption trigger price (in dollars per share)	$ 10
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	100.00%
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180.00%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Trading day threshold period	20 days
Number of trading days	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 10
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	12,937,500	12,937,500
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	7,175,000	7,175,000

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets [Abstract]
Marketable securities held in Trust Account	$ 258,803,175	$ 258,778,573
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	3,988,011	7,891,875
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 2,211,709	$ 4,373,880

FAIR VALUE MEASUREMENTS, Key In

FAIR VALUE MEASUREMENTS, Key Inputs into Binomial Lattice Model for Warrants (Details) - Private Warrants [Member]	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Effective expiration date	Jun. 26, 2026	Jun. 26, 2026
Market Price of Public Shares [Member]
Fair Value Measurements [Abstract]
Measurement input	9.79	9.71
Risk Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0245	0.0118
Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0
Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.067	0.129
Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.50	11.50

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - Level 3 [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Warrant Liabilities [Member]
Unobservable Input Reconciliation [Roll Forward]
Transfer in Level 3	$ 0
Transfer out Level 3	0
Private Placement Warrant [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning of period	4,373,880
Change in valuation inputs or other assumptions	(2,162,171)
Fair value, end of period	$ 2,211,709