Fusion Acquisition Corp. II (FSNB) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	FUSION ACQUISITION CORP. II
Trading Symbol	FSNB
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 499,500,000
Amendment Flag	false
Entity Central Index Key	0001840225
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40020
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1352058
Entity Address, Address Line One	667 Madison Avenue
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	(212)
Local Phone Number	763-0619
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		50,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		12,500,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
ASSETS
Cash	$ 59,137
Prepaid expenses	798,212
Total Current Assets	857,349
Cash and Investments held in Trust Account	500,173,593
TOTAL ASSETS	501,030,942
Current liabilities
Accounts payable and accrued expenses	486,935
Income taxes payable	773
Total Current Liabilities	487,708
Convertible working capital loans	500,000
Warrant liabilities	14,284,844
Deferred underwriting fee payable	18,800,000
Total Liabilities	34,072,552
Commitments and contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 280,000,000 shares authorized; 50,000,000 shares issued at $10.00 per share redemption value	500,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 12,500,000 shares issued and outstanding	1,250
Additional paid-in capital
Accumulated deficit	(33,042,860)
Total Stockholders’ Deficit	(33,041,610)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 501,030,942

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021USD ($)$ / sharesshares
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption price per share (in Dollars per share) \| $ / shares	$ 10
Common stock subject to possible redemption, shares issued	50,000,000
subject to possible redemption, par value (in Dollars) \| $	$ 0.0001
Common subject to possible redemption, shares authorized	280,000,000
Class B Common Stock
Common subject to possible redemption, shares authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	12,500,000
Common stock, shares outstanding	12,500,000

Statement of Operations

Statement of Operations	12 Months Ended
Statement of Operations	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
General and administrative expenses	$ 1,534,739
Loss from operations	(1,534,739)
Other income (expense):
Interest earned on investments held in Trust Account	173,593
Change in fair value of warrant liabilities	15,508,485
Transaction costs allocated to warrants	(1,180,711)
Total other income, net	14,501,367
Income before income taxes	12,966,628
Provision for income taxes	(773)
Net income	$ 12,965,855
Basic and diluted weighted average shares outstanding of Class A common stock (in Shares) \| shares	50,000,000
Basic and diluted net income per share, Class A common stock (in Dollars per share) \| $ / shares	$ 0.21
Basic weighted average shares outstanding of Class B common stock (in Shares) \| shares	12,266,549
Basic net income per share, Class B common stock (in Dollars per share) \| $ / shares	$ 0.21
Diluted weighted average shares outstanding of Class B common stock (in Shares) \| shares	12,500,000
Diluted net income per share, Class B common stock (in Dollars per share) \| $ / shares	$ 0.21

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - 12 months ended Dec. 31, 2021 - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 10, 2021
Balance (in Shares) at Jan. 10, 2021
Issuance of Class B common stock to Sponsor		$ 1,251	23,749		$ 25,000
Issuance of Class B common stock to Sponsor (in Shares)		12,506,250
Proceeds received in excess of fair value of Private Placement Warrants			1,716,671		1,716,671
Forfeiture of Founder Shares		$ (1)	1
Forfeiture of Founder Shares (in Shares)		(6,250)
Accretion for Class A common stock to redemption amount			$ (1,740,421)	$ (46,008,715)	(47,749,136)
Net income				12,965,855	12,965,855
Balance at Dec. 31, 2021		$ 1,250		$ (33,042,860)	$ (33,041,610)
Balance (in Shares) at Dec. 31, 2021		12,500,000

Statement of Cash Flows

Statement of Cash Flows	12 Months Ended
Statement of Cash Flows	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 12,965,855
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(173,593)
Change in fair value of warrant liabilities	(15,508,485)
Transaction costs allocated to warrants	1,180,711
Changes in operating assets and liabilities:
Prepaid expenses	(798,212)
Accounts payable and accrued expenses	486,935
Income taxes payable	773
Net cash used in operating activities	(1,846,016)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(500,000,000)
Net cash used in investing activities	(500,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	491,300,000
Proceeds from sale of Private Placements Warrants	10,700,000
Advance from related party	300,000
Repayment of advances from related party	(300,000)
Repayment of promissory note – related party	(173,972)
Proceeds from convertible promissory note	500,000
Payment of offering costs	(420,875)
Net cash provided by financing activities	501,905,153
Net Change in Cash	59,137
Cash – Beginning of period
Cash – End of period	59,137
Non-Cash financing activities:
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs paid through promissory note	173,972
Accretion for Class A common stock subject to redemption amount	47,749,136
Deferred underwriting fee payable	18,800,000
Forfeiture of Founder shares	$ (1)

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Fusion Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on January 11, 2021. 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts identifying businesses in the financial services industry, with particular emphasis on businesses in the wealth, financial advice, investment, and asset management sectors or those that are providing or changing technology for traditional financial services. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2021, relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 6,500,000 Units, at $10.00 per Unit, generating gross proceeds of $500,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,133,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Fusion Sponsor II LLC (the “Sponsor”), generating gross proceeds of $10,700,000, which is described in Note 4. Transaction costs amounted to $28,119,847, consisting of $8,700,000 in cash underwriting fees, $18,800,000 of deferred underwriting fees and $619,847 of other offering costs. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, 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 of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the 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 consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, 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. The Company will only proceed with a Business Combination 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, as further described in our Form 10-Q for the period from January 11, 2021, to September 30, 2021. If a stockholder vote is not required by applicable law or stock exchange rules 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 applicable law or stock exchange rules, 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all. 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 20% 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 and (b) 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. The Company will have until March 2, 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (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, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had cash of $59,137 not held in the Trust Account and available for working capital purposes. The Company has $1,300,000 available to draw upon under the Working Capital Loans (as defined below) and may need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or further draw on the Working Capital Loans either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. The Company intends to complete a Business Combination by March 2, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. 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, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by March 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate March 2, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 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 financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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 December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (20,810,000 ) Class A common stock issuance costs (26,939,136 ) Plus: Accretion of carrying value to redemption value 47,749,136 Class A common stock subject to possible redemption $ 500,000,000 Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each Warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants were initially valued using a Monte Carlo Simulation. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was valued using the instrument’s publicly listed trading price. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. We have two classes of shares, which are referred to as Class A common shares and Class B common shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely common outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 23,800,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Period from Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 10,411,573 $ 2,554,282 Denominator: Basic weighted average shares outstanding 50,000,000 12,266,549 Basic net income per common stock $ 0.21 $ 0.21 For the Period from Class A Class B Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 10,372,684 $ 2,593,171 Denominator: Diluted weighted average shares outstanding 50,000,000 12,500,000 Diluted net income per common stock $ 0.21 $ 0.21 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit 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 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 11). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 as of January 11, 2021 (inception) and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	12 Months Ended
Public Offering	Dec. 31, 2021
Public Offering Disclosure [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 6,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10).

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,133,333 Private Placement Warrants, at a price of $1.50 per warrant, or $10,700,000 in the aggregate in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 10). A portion of 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 from the sale of the Private Placement Warrants held in the Trust Account 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.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In January 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 18, 2021, the Company effected a 1:1.2167 stock split of its Class B common stock, resulting in an aggregate of 10,493,750 Founder Shares outstanding. On February 25, 2021, the Company effected a 1:1.19178 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 12,506,250 Founder Shares. As a result of the underwriters’ partial exercise of their over-allotment option, the Sponsor forfeited 6,250 founder shares, which resulted in the Sponsor holding an aggregate of 12,500,000 Founder Shares. All share and per share amounts have been retroactively restated. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing February 25, 2021, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial, and administrative services. Additionally, we paid $15,000 per month to our former chief financial officer, Mr. Gary, which terminated on December 31, 2021. For the period from January 11, 2021 (inception) through December 31, 2021, the Company incurred $100,000 of administrative service fees and $150,000 of management fees, of which $100,000 is included in accounts payable and accrued expenses in the accompanying balance sheet. Promissory Notes — Related Party On January 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021, or the consummation of the Initial Public Offering. The outstanding amount of $173,972 outstanding under the Promissory Note was repaid on March 5, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. On March 5, 2021, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) March 2, 2023, and (ii) the consummation of a Business Combination (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note into warrants to purchase shares of the Company’s Class A common stock, at a conversion price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, there was $300,000 borrowings outstanding under the Convertible Notes. On December 3, 2021, the Company issued an unsecured convertible promissory note (the “Officer Convertible Note”) to the Chief Executive Officer, pursuant to which the Company may borrow up to $300,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) March 2, 2023, and (ii) the consummation of a Business Combination (such earlier date, the “Maturity Date”). The Chief Executive Officer will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note into warrants to purchase shares of the Company’s Class A common stock, at a conversion price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, there was $200,000 borrowings outstanding under the Convertible Notes, for a total of $500,000 in borrowings outstanding under both Convertible Notes.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuance to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. 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 $18,800,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
Class A Common Stock Subject to Possible Redemption	Dec. 31, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock – Holders of Class A common stock and Class B common stock will vote together as a single class on all 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 connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock — Class B Common Stock

Warrant Liabilities

Warrant Liabilities	12 Months Ended
Warrant Liabilities	Dec. 31, 2021
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 9. WARRANT LIABILITIES As of December 31, 2021, there are 16,166,667 Public Warrants and 7,133,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the 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. No warrant will be exercisable, and the Company will not be obligated to issue any shares 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 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination as described in the warrant agreement) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants 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 last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given If the Company calls the Public Warrants for redemption for cash, 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 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 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 share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 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 $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). 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 in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

Income Tax	12 Months Ended
Income Tax	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2021. The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Net operating loss carryforward $ (773 ) Organizational costs/Startup expenses 286,614 Total deferred tax asset 285,841 Valuation allowance (285,841 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal Current $ 773 Deferred (285,841 ) State Current $ — Deferred — Change in valuation allowance 285,841 Income tax provision $ 773 As of December 31, 2021, the Company had $3,681 of U.S. federal and state net operating loss carryovers available to offset future taxable income, indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 11, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $285,841. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrants (25.1 )% Transaction costs allocated to warrants 1.9 % Change in valuation allowance 2.2 % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2021, assets held in the Trust Account were comprised of $439 in cash and $500,173,154 in U.S. Treasury securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2021 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Matures on 06/02/22) 1 $ 500,173,154 $ (72,651 ) $ 500,100,502 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Liabilities: Warrant Liability – Public Warrants 1 $ 10,000,000 Warrant Liability – Private Warrants 3 $ 4,284,844 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. 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 statement of operations. The Public Warrants were initially valued using a Monte Carlo simulation implementing the Black-Scholes Option Pricing Model that was modified to capture the redemption features of the public warrants, which is considered to be a Level 3 fair value measurement. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining the fair value of the public warrants are the expected volatility of the Company’s common stock and common stock price. The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s common stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker FSNB.WS. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The Private Placement Warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants are the expected volatility of the Company’s common stock and common stock price. The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period. The following assumptions were used to determine the Level 3 fair value measurements: December 31, March 2, Risk-free interest rate 1.31 % 0.88 % Time to expiration, in Years 5.58 6.00 Expected volatility 11.3 % 14.0 – 23.0 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.70 $ 10.06 The primary significant unobservable input used in the fair value measurement of the Company's private warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement . The following table presents the changes in the fair value of level 3 warrant liabilities: Private Public Warrant Fair value as of January 11, 2021 (inception) $ — $ — $ — Initial measurement on March 2, 2021 8,983,329 20,810,000 29,793,329 Change in fair value (4,698,485 ) (4,478,333 ) (9,176,818 ) Transfer to Level 1 — (16,331,667 ) (16,331,667 ) Fair value as of December 31, 2021 $ 4,284,844 $ — $ 4,284,844 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 11, 2021 (inception) to December 31, 2021 was $16,331,667.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the below. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 Investments Held in Trust Account	Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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 December 31, 2021, 50,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (20,810,000 ) Class A common stock issuance costs (26,939,136 ) Plus: Accretion of carrying value to redemption value 47,749,136 Class A common stock subject to possible redemption $ 500,000,000
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each Warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants were initially valued using a Monte Carlo Simulation. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was valued using the instrument’s publicly listed trading price.
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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income per Common Share	Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. We have two classes of shares, which are referred to as Class A common shares and Class B common shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely common outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 23,800,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit 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 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 11).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 as of January 11, 2021 (inception) and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of class A common stock reflected in the balance sheet	Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (20,810,000 ) Class A common stock issuance costs (26,939,136 ) Plus: Accretion of carrying value to redemption value 47,749,136 Class A common stock subject to possible redemption $ 500,000,000
Schedule of basic and diluted net income per share of common stock	For the Period from Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 10,411,573 $ 2,554,282 Denominator: Basic weighted average shares outstanding 50,000,000 12,266,549 Basic net income per common stock $ 0.21 $ 0.21 For the Period from Class A Class B Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 10,372,684 $ 2,593,171 Denominator: Diluted weighted average shares outstanding 50,000,000 12,500,000 Diluted net income per common stock $ 0.21 $ 0.21

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, 2021 Deferred tax asset Net operating loss carryforward $ (773 ) Organizational costs/Startup expenses 286,614 Total deferred tax asset 285,841 Valuation allowance (285,841 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, 2021 Federal Current $ 773 Deferred (285,841 ) State Current $ — Deferred — Change in valuation allowance 285,841 Income tax provision $ 773
Schedule of federal income tax rate	December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrants (25.1 )% Transaction costs allocated to warrants 1.9 % Change in valuation allowance 2.2 % Income tax provision 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Held-To-Maturity Level Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Matures on 06/02/22) 1 $ 500,173,154 $ (72,651 ) $ 500,100,502
Schedule of liabilities measured on fair value recurring basis	Description Level December 31, 2021 Liabilities: Warrant Liability – Public Warrants 1 $ 10,000,000 Warrant Liability – Private Warrants 3 $ 4,284,844
Schedule of determine level 3 fair value measurements	December 31, March 2, Risk-free interest rate 1.31 % 0.88 % Time to expiration, in Years 5.58 6.00 Expected volatility 11.3 % 14.0 – 23.0 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.70 $ 10.06
Schedule of fair value of warrant liabilities	Private Public Warrant Fair value as of January 11, 2021 (inception) $ — $ — $ — Initial measurement on March 2, 2021 8,983,329 20,810,000 29,793,329 Change in fair value (4,698,485 ) (4,478,333 ) (9,176,818 ) Transfer to Level 1 — (16,331,667 ) (16,331,667 ) Fair value as of December 31, 2021 $ 4,284,844 $ — $ 4,284,844

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Mar. 02, 2021	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Transaction cost		$ 28,119,847
Underwriting fees		8,700,000
Deferred underwriting fees		18,800,000
Other offering cost		619,847
Net proceeds		$ 500,000,000
Share price (in Dollars per share)	$ 10.06	$ 9.7
Fair market value percentage		80.00%
Pro rata portion per share (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Aggregate public shares, percentage		20.00%
Business combination redeem percentage		100.00%
Dissolution expenses		$ 100,000
Cash not held in trust account		59,137
Working capital loans		$ 1,300,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public per share (in Dollars per share)		$ 10
Business combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities		50.00%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		50,000,000
Net proceeds	$ 500,000,000
Share price (in Dollars per share)	$ 10
Initial Public Offering [Member] \| Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		6,500,000
Unit price (in Dollars per share)		$ 10
Gross proceeds	$ 500,000,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		7,133,333
Unit price (in Dollars per share)		$ 1.5
Gross proceeds		$ 10,700,000
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	50,000,000
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	6,500,000
Unit price (in Dollars per share)	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage limit amount (in Dollars) \| $	$ 250,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase shares of common stock	23,800,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	50,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the balance sheet	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule of class A common stock reflected in the balance sheet [Abstract]
Gross proceeds	$ 500,000,000
Less:
Proceeds allocated to Public Warrants	(20,810,000)
Class A common stock issuance costs	(26,939,136)
Plus:
Accretion of carrying value to redemption value	47,749,136
Class A common stock subject to possible redemption	$ 500,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A [Member]
Numerator:
Allocation of net income, as adjusted \| $	$ 10,411,573
Denominator:
Basic weighted average shares outstanding \| shares	50,000,000
Basic net income per common stock \| $ / shares	$ 0.21
Numerator:
Allocation of net income, as adjusted \| $	$ 10,372,684
Denominator:
Diluted weighted average shares outstanding \| shares	50,000,000
Diluted net income per common stock \| $ / shares	$ 0.21
Class B [Member]
Numerator:
Allocation of net income, as adjusted \| $	$ 2,554,282
Denominator:
Basic weighted average shares outstanding \| shares	12,266,549
Basic net income per common stock \| $ / shares	$ 0.21
Numerator:
Allocation of net income, as adjusted \| $	$ 2,593,171
Denominator:
Diluted weighted average shares outstanding \| shares	12,500,000
Diluted net income per common stock \| $ / shares	$ 0.21

Public Offering (Details)

Public Offering (Details)	12 Months Ended
Public Offering (Details)	Dec. 31, 2021$ / sharesshares
Warrant [Member]
Public Offering (Details) [Line Items]
Unit price \| $ / shares	$ 11.5
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units \| shares	50,000,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units \| shares	6,500,000
Unit price \| $ / shares	$ 10

Private Placement (Details)

Private Placement (Details)	12 Months Ended
Private Placement (Details)	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate of private placement (in Dollars) \| $	$ 10,700,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Sponsor purchased an aggregate shares (in Shares) \| shares	7,133,333
Price per warrant	$ 1.5
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Exercise price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 03, 2021	Mar. 05, 2021	Mar. 02, 2021	Jan. 10, 2021	Feb. 25, 2021	Feb. 18, 2021	Jan. 31, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Business combination, description								The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Sponsor total					$ 10,000
Fees for services								$ 100,000
Management fees								150,000
Accounts payable and accrued expenses								100,000
Working capital loans								1,500,000
Borrow amount	$ 300,000	$ 1,500,000
Borrowings outstanding								300,000
Borrowings outstanding								200,000
Convertible notes								500,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid							$ 25,000
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount				$ 300,000
Outstanding amount		$ 173,972
Jeffrey Gary [Member]
Related Party Transactions (Details) [Line Items]
Terminated value								$ 15,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid			$ 500,000,000
Shares consideration (in Shares)								6,500,000
Forfeited founder shares (in Shares)					6,250
Aggregate founder shares (in Shares)					12,500,000
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares consideration (in Shares)							8,625,000
Stock split, description					On February 25, 2021, the Company effected a 1:1.19178 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 12,506,250 Founder Shares.	On February 18, 2021, the Company effected a 1:1.2167 stock split of its Class B common stock, resulting in an aggregate of 10,493,750 Founder Shares outstanding.
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Conversion price per warrant (in Dollars per share)								$ 1.5
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares consideration (in Shares)			6,500,000
Warrant [Member] \| Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Conversion price per warrant (in Dollars per share)								$ 1.5

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit \| $ / shares	$ 0.35
Aggregate deferred fee \| $	$ 18,800,000

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Class A common stock subject to possible redemption, description	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 connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	280,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock voting rights	one
Common stock subject to possible redemption	50,000,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details)	12 Months Ended
Stockholders’ Equity (Details)	Dec. 31, 2021$ / sharesshares
Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock voting rights	one
Common stock, shares issued	12,500,000
Common stock, shares outstanding	12,500,000

Warrant Liabilities (Details)

Warrant Liabilities (Details)	12 Months Ended
Warrant Liabilities (Details)	Dec. 31, 2021shares
Public Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Public and private placement warrants outstanding	16,166,667
Private Placement Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Public and private placement warrants outstanding	7,133,333
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Redemption of outstanding warrants description	Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination as described in the warrant agreement) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.
Redemption of warrants description	Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination as described in the warrant agreement) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.
Class A Common Stock [Member] \| Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Redemption of outstanding warrants description	Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants 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 last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given If the Company calls the Public Warrants for redemption for cash, 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 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 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 share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 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 $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). 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 in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Income Tax (Details)

Income Tax (Details)	12 Months Ended
Income Tax (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
U.S. federal and state net operating loss	$ 3,681
Deferred tax change in valuation allowance	$ 285,841

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2021USD ($)
Deferred tax asset
Net operating loss carryforward	$ (773)
Organizational costs/Startup expenses	286,614
Total deferred tax asset	285,841
Valuation allowance	(285,841)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	12 Months Ended
Income Tax (Details) - Schedule of income tax provision	Dec. 31, 2021USD ($)
Federal
Current	$ 773
Deferred	(285,841)
State
Current
Deferred
Change in valuation allowance	285,841
Income tax provision	$ 773

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate	12 Months Ended
Income Tax (Details) - Schedule of federal income tax rate	Dec. 31, 2021
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrants	(25.10%)
Transaction costs allocated to warrants	1.90%
Change in valuation allowance	2.20%
Income tax provision	0.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Cash	$ 439
Estimated fair value of the public warrants	16,331,667
U.S. Treasury securities [Member]
Fair Value Measurements (Details) [Line Items]
Cash	$ 500,173,154
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Business combination, description	The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s common stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker FSNB.WS. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.The Private Placement Warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants are the expected volatility of the Company’s common stock and common stock price. The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period.
Public Warrants [Member] \| Business Combination [Member]
Fair Value Measurements (Details) [Line Items]
Business combination, description	The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s common stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker FSNB.WS. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.The Private Placement Warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants are the expected volatility of the Company’s common stock and common stock price. The expected volatility of the Company’s common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The Company’s stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of the Company’s outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the public warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period.

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - Level 1 [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Held-To-Maturity	U.S. Treasury Securities (Matures on 06/02/22)
Amortized Cost	$ 500,173,154
Gross Holding Gain	(72,651)
Fair Value	$ 500,100,502

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of liabilities measured on fair value recurring basis	Dec. 31, 2021USD ($)
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of liabilities measured on fair value recurring basis [Line Items]
Warrant Liability – Public Warrants	$ 10,000,000
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of liabilities measured on fair value recurring basis [Line Items]
Warrant Liability – Private Warrants	$ 4,284,844

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of determine level 3 fair value measurements - $ / shares	10 Months Ended	12 Months Ended
	Mar. 02, 2021	Dec. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate	0.88%	1.31%
Time to expiration, in Years	6 years	5 years 6 months 29 days
Expected volatility		11.30%
Dividend yield	0.00%	0.00%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Unit Price (in Dollars per share)	$ 10.06	$ 9.7
Minimum [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility	14.00%
Maximum [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility	23.00%

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities	12 Months Ended
	Dec. 31, 2021USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of beginning balance
Initial measurement on March 2, 2021	8,983,329
Change in fair value	(4,698,485)
Transfer to Level 1
Fair Value as of ending balance	4,284,844
Public [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of beginning balance
Initial measurement on March 2, 2021	20,810,000
Change in fair value	(4,478,333)
Transfer to Level 1	(16,331,667)
Fair Value as of ending balance
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of beginning balance
Initial measurement on March 2, 2021	29,793,329
Change in fair value	(9,176,818)
Transfer to Level 1	(16,331,667)
Fair Value as of ending balance	$ 4,284,844