Cover Page
| Cover Page - shares | 6 Months Ended | |
| Jun. 30, 2021 | Aug. 12, 2021 | |
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2021 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q2 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity Registrant Name | Gaming & Hospitality Acquisition Corp. | |
| Entity Central Index Key | 0001806156 | |
| Entity Interactive Data Current | Yes | |
| Entity Current Reporting Status | Yes | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Shell Company | true | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity File Number | 001-39987 | |
| Entity Tax Identification Number | 84-5014306 | |
| Entity Address, Address Line One | 3755 Breakthrough Way #300 | |
| Entity Address, City or Town | Las Vegas | |
| Entity Address, State or Province | NV | |
| Entity Address, Postal Zip Code | 89135 | |
| City Area Code | 800 | |
| Local Phone Number | 211-8626 | |
| Capital Units [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, | |
| Trading Symbol | GHACU | |
| Security Exchange Name | NASDAQ | |
| Common Class A [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
| Trading Symbol | GHAC | |
| Security Exchange Name | NASDAQ | |
| Entity Common Stock, Shares Outstanding | 20,777,500 | |
| Common Class B [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 5,000,000 | |
| Warrant [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment | |
| Trading Symbol | GHACW | |
| Security Exchange Name | NASDAQ |
Condensed Balance Sheet
| Condensed Balance Sheet - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
| Current assets | ||
| Cash | $ 1,177,628 | $ 25,000 |
| Prepaid expenses | 900,511 | |
| Total current assets | 2,078,139 | 25,000 |
| Deferred offering costs | 550,046 | |
| Cash held in Trust Account | 200,009,221 | |
| Total assets | 202,087,360 | 575,046 |
| Current liabilities | ||
| Accounts payable and accrued expenses | 17,149 | 526,759 |
| Accounts payable – related party | 2,096 | |
| Advances from Sponsor | 34,236 | |
| Total current liabilities | 19,245 | 560,995 |
| Warrant liabilities | 7,277,308 | |
| Deferred underwriting fee payable | 7,000,000 | |
| Total liabilities | 14,296,553 | 560,995 |
| Commitments and contingencies | ||
| Class A common stock subject to possible redemption, 18,279,080 and no shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value | 182,790,800 | |
| Stockholders' equity | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding | ||
| Additional paid in capital | 7,500,375 | 24,500 |
| Accumulated deficit | (2,501,118) | (10,949) |
| Total stockholders' equity | 5,000,007 | 14,051 |
| Total liabilities and stockholders' equity | 202,087,360 | 575,046 |
| Common Class A [Member] | ||
| Stockholders' equity | ||
| Common stock | 250 | 0 |
| Total stockholders' equity | 250 | |
| Common Class B [Member] | ||
| Stockholders' equity | ||
| Common stock | 500 | 500 |
| Total stockholders' equity | $ 500 | $ 500 |
Condensed Balance Sheet (Parent
| Condensed Balance Sheet (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock shares outstanding | 0 | 0 |
| Common Class A [Member] | ||
| Temporary equity shares outstanding | 18,279,080 | 0 |
| Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 100,000,000 | 100,000,000 |
| Common stock shares issued | 2,498,420 | 0 |
| Common stock, shares, outstanding | 2,498,420 | 0 |
| Common Class B [Member] | ||
| Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 10,000,000 | 10,000,000 |
| Common stock shares issued | 5,000,000 | 5,000,000 |
| Common stock, shares, outstanding | 5,000,000 | 5,000,000 |
Condensed Statement of Operatio
| Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2021 | Jun. 30, 2021 | |
| Formation costs and other operating expenses | $ 350,391 | $ 1,319,407 |
| Loss from operations | (350,391) | (1,319,407) |
| Other income (expense): | ||
| Interest income on marketable securities held in Trust Account | 6,561 | 9,221 |
| Change in fair value of warrant liabilities | (1,041,466) | (1,179,983) |
| Other income (expense), net | (1,034,905) | (1,170,762) |
| Net loss | $ (1,385,296) | $ (2,490,169) |
| Class A Public Shares [Member] | ||
| Weighted average number of common shares outstanding: | ||
| Weighted average number of common shares outstanding | 20,000,000 | 20,000,000 |
| Basic and diluted net loss per share: | ||
| Basic and diluted net loss per share | $ 0 | $ 0 |
| Class A Private Shares [Member] | ||
| Weighted average number of common shares outstanding: | ||
| Weighted average number of common shares outstanding | 777,500 | 777,500 |
| Basic and diluted net loss per share: | ||
| Basic and diluted net loss per share | $ (0.24) | $ (0.44) |
| Common Class B [Member] | ||
| Weighted average number of common shares outstanding: | ||
| Weighted average number of common shares outstanding | 5,000,000 | 4,879,144 |
| Basic and diluted net loss per share: | ||
| Basic and diluted net loss per share | $ (0.24) | $ (0.44) |
Condensed Statement of Changes
| Condensed Statement of Changes in Stockholders' Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] |
| Beginning balance at Dec. 31, 2020 | $ 14,051 | $ 24,500 | $ (10,949) | $ 500 | |
| Beginning balance, shares at Dec. 31, 2020 | 5,000,000 | ||||
| Issuance of Class A common stock, net of stock issuance costs | 182,491,925 | 182,489,925 | $ 2,000 | ||
| Issuance of Class A common stock, net of stock issuance costs, shares | 20,000,000 | ||||
| Issuance of common stock (private units) | 7,775,000 | 7,774,922 | $ 78 | ||
| Issuance of common stock (private units), shares | 777,500 | ||||
| Net loss | (1,104,873) | (1,104,873) | |||
| Less: common stock subject to redemption | (184,176,098) | (184,174,256) | $ (1,842) | ||
| Less: common stock subject to redemption, shares | (18,417,610) | ||||
| Ending balance at Mar. 31, 2021 | 5,000,005 | 6,115,091 | (1,115,822) | $ 236 | $ 500 |
| Ending balance, shares at Mar. 31, 2021 | 2,359,890 | 5,000,000 | |||
| Beginning balance at Dec. 31, 2020 | 14,051 | 24,500 | (10,949) | $ 500 | |
| Beginning balance, shares at Dec. 31, 2020 | 5,000,000 | ||||
| Net loss | (2,490,169) | ||||
| Ending balance at Jun. 30, 2021 | 5,000,007 | 7,500,375 | (2,501,118) | $ 250 | $ 500 |
| Ending balance, shares at Jun. 30, 2021 | 2,498,420 | 5,000,000 | |||
| Beginning balance at Mar. 31, 2021 | 5,000,005 | 6,115,091 | (1,115,822) | $ 236 | $ 500 |
| Beginning balance, shares at Mar. 31, 2021 | 2,359,890 | 5,000,000 | |||
| Net loss | (1,385,296) | (1,385,296) | |||
| Change in value of common stock subject to redemption | 1,385,298 | 1,385,284 | $ 14 | ||
| Change in value of common stock subject to redemption, shares | 138,530 | ||||
| Ending balance at Jun. 30, 2021 | $ 5,000,007 | $ 7,500,375 | $ (2,501,118) | $ 250 | $ 500 |
| Ending balance, shares at Jun. 30, 2021 | 2,498,420 | 5,000,000 |
Condensed Statement of Cash Flo
| Condensed Statement of Cash Flows | 6 Months Ended |
| Jun. 30, 2021USD ($) | |
| Cash flow from operating activities: | |
| Net loss | $ (2,490,169) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| Interest income earned on marketable securities held in Trust Account | (9,221) |
| Change in fair value of warrant liabilities | 1,179,983 |
| Transaction costs allocable to warrant liabilities | 344,981 |
| Changes in operating assets and liabilities | |
| Prepaid expenses | (900,511) |
| Accounts payable and accrued expenses | 6,200 |
| Accounts payable – related party | 2,096 |
| Net cash used in operating activities | (1,866,641) |
| Cash flow from investing activities: | |
| Investment of cash in Trust Account | (200,000,000) |
| Net cash used in investing activities | (200,000,000) |
| Cash flows from financing activities: | |
| Advances from Sponsor | 37,470 |
| Paydown of Sponsor | (71,706) |
| Payment of deferred offering costs | (4,721,495) |
| Proceeds from issuance of common stock (public units) | 200,000,000 |
| Proceeds from issuance of common stock (private units) | 7,775,000 |
| Net cash provided by financing activities | 203,019,269 |
| Net change in cash | 1,152,628 |
| Cash at the beginning of the period | 25,000 |
| Cash at the end of the period | 1,177,628 |
| Supplemental disclosure of non-cash activities: | |
| Deferred underwriting fees payable | 7,000,000 |
| Initial classification of common stock subject to possible redemption | 184,560,985 |
| Change in value of common stock subject to possible redemption | (1,770,185) |
| Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | $ 6,097,325 |
Organization and Plan of Busine
| Organization and Plan of Business Operations | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Organization and Plan of Business Operations | NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Gaming and Hospitality Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 4, 2020 (“Inception”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the gaming and hospitality sectors. The Company is sponsored by Affinity Gaming Holdings, L.L.C. (the “Sponsor”), the indirect sole stockholder of Affinity Gaming, a diversified casino gaming company headquartered in Las Vegas, Nevada, and full voting control of the Sponsor is held by entities managed by affiliates of Z Capital Partners, L.L.C. Concurrently with the Business Combination, the Company currently intends to merge with Affinity Gaming. The Company cannot provide any assurance that such a merger with Affinity Gaming will occur at all, or, if it does, it cannot provide any assurance as to the timing or terms thereof. However, the Company will not complete a Business Combination with only Affinity Gaming. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”, or “IPO”), which is described in Note 3, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion non-operating The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021 (the “Effective Date”). On February 5, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Public Units”), which includes the exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Each Public Unit consists of one share of Class A common stock of the Company (the “Public Shares”) and one-third Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 777,500 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Sponsor, generating gross proceeds of $7,775,000. Each Private Unit consists of one share of Class A common stock of the Company (the “Private Shares”) and one-third Transaction costs amounted to $11,755,731, consisting of $4,000,000 in cash underwriting fees, $7,000,000 of deferred underwriting fees and $755,731 of other offering costs. Of these transaction costs, $344,981 were determined to be allocable to the warrant liabilities and were expensed in formation costs and other operating expenses within the condensed statement s Following the closing of the Initial Public Offering on February 5, 2021, an amount of $200,000,000 ($10.00 per Public Unit) from the gross proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. As required by Nasdaq rules, the Business Combination will be approved by a majority of the Company’s independent directors. Nasdaq rules also require that the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest income earned on the Trust Account). The Company anticipates structuring the Business Combination in such a way so that the post-Business Combination company in which the Company’s Public Stockholders (as defined below) own shares will own or acquire 100% of the equity interests or assets of the target business. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination at a per-share per-share The opportunity to redeem all or a portion of Public Shares will be provided either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or Nasdaq listing requirements. In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and does not conduct redemptions pursuant to the tender offer rules, the amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company will have 24 months to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination with 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 not previously released to the Company to pay franchise and income taxes (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 liquidation 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 warrants, which will expire worthless if the Company fails to complete an initial Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independ e |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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 estimates, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Net Loss Per Common Share Basic loss per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC Topic 480, “Distinguishing Liabilities from Equity” , two-class A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common shares subject to redemption is as follows: For the three For the six Redeemable Class A Common Stock Numerator: Earnings allocable to redeemable Class A common stock Interest income allocable on marketable securities held in Trust Account $ 6,561 $ 9,221 Net income allocable to redeemable Class A common stock $ 6,561 $ 9,221 Denominator: Weighted average shares outstanding of redeemable Class A common stock Redeemable Class A common stock, basic and diluted 20,000,000 20,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Earnings allocable to non-redeemable Net loss $ (1,385,296 ) $ (2,490,169 ) Less: Net income allocable to redeemable Class A common stock (6,561 ) (9,221 ) Non-redeemable $ (1,391,857 ) $ (2,499,390 ) Denominator: Weighted average shares outstanding of non-redeemable Non-redeemable 5,777,500 5,656,644 Basic and diluted net loss per non-redeemable $ (0.24 ) $ (0.44 ) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. At June 30, 2021, the assets held in the Trust Account were held in marketable securities deemed to be cash equivalents. The Company had no cash equivalents in its operating account as of June 30, 2021 and December 31, 2020. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company determined the common stock subject to possible redemption to be equal to the redemption value of approximately $10.00 per share of Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Offering Costs Offering costs consist principally of underwriting, legal, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs of approximately $11.4 million were charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrant Liabilities The Company evaluated the Public Warrants and the Private Warrants (collectively, the “Warrants”) (Note 3, Note 4, Note 8 and Note 9) in accordance with ASC 815-40, Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred income taxes were deemed to be de minimis as of June 30, 2021. Components of Equity Upon consummation of the IPO, the Company issued Class A common stock and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. Recently Issued Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
| Initial Public Offering | 6 Months Ended |
| Jun. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Public Units at $10.00 per Public Unit (which includes the exercise by the underwriter of its over-allotment option of 2,500,000 units). Each Public Unit consists of one Public Share and one-third |
Private Placement Units
| Private Placement Units | 6 Months Ended |
| Jun. 30, 2021 | |
| Equity [Abstract] | |
| Private Placement Units | NOTE 4. PRIVATE PLACEMENT UNITS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 777,500 Private Units at a price of $10.00 per Private Unit (including 50,000 Private Units purchased in connection with the exercise of the underwriter’s over-allotment option). Each Private Unit is identical to the Public Units sold in the Initial Public Offering, except as described in Note 7. A portion of the proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares or the Private Shares, and the Private Warrants will expire worthless if the Company does not consummate a Business Combination within 24 months. |
Related party transactions
| Related party transactions | 6 Months Ended |
| Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related party transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2020, the Sponsor purchased 4,312,500 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On February 2, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate of 5,000,000 Founder Shares. As a result of the underwriter’s election to fully exercise their over-allotment option, a total of 625,000 of Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of 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 dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Director Compensation On February 5, 2021, the Company agreed to pay an aggregate of $375,000 in one-time Administrative Support Agreement The Company entered into an agreement dated as of February 2, 2021, pursuant to which the Company will pay Affinity Gaming, a Nevada corporation and affiliate of our sponsor, an aggregate monthly fee of $33,333 for office space, utilities, secretarial and administrative support services, and reimbursement of a portion of compensation paid by Affinity Gaming to the Company’s officers and reimbursement of expenses. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company had incurred $166,665 of fees as of June 30, 2021. Advances from Sponsor On February 2, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. The Promissory Note is non-interest June 30, 2021 and no further drawdowns are permitted Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into Private Units at a price of $10.00 per Private Unit. To date, the Company had no outstanding borrowings under Working Capital Loans. There were no loans outstanding as of June 30, 2021 and December 31, 2020. |
Commitments and Contingencies
| Commitments and Contingencies | 6 Months Ended |
| Jun. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 Registration Rights The holders of the Founder Shares, Private Units and units that may be issued upon conversion of working capital loans have registration rights pursuant to a registration rights agreement entered into on February 2, 2021 requiring the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreements The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4,000,000. The underwriter is entitled to a deferred fee of $0.35 per Public Unit, or $7,000,000 in the aggregate. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
| Stockholders' Equity | 6 Months Ended |
| Jun. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY The Company is authorized to issue the following shares of capital stock, each with a par value of $0.0001 per share: Class A Common Stock: 100,000,000 shares Class B Common Stock: 10,000,000 shares Preferred Stock: 1,000,000 shares Preferred Stock Shares of preferred stock may be issued from time to time in one or more series, with voting and other rights and preferences determined by the Company’s board of directors. At June 30, 2021, there were no shares of preferred stock issued or outstanding. Class A and Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of 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. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted Pursuant to and concurrently with the Initial Public Offering, the Company sold 20,000,000 Public Units and 777,500 Private Units. At June 30, 2021, there were 2,498,420 shares of Class A common stock issued and outstanding, excluding 18,279,080 shares of Class A common stock subject to possible redemption (see Note 2), and 5,000,000 shares of Class B common stock issued and outstanding. Founder Shares and Private Shares Holders of Founder Shares and Private Shares have the same stockholder rights as Public Stockholders except that: • Founder Shares and Private Shares are subject to certain transfer restrictions, as described in more detail below • The Initial Stockholders have agreed to • waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination; • waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial • waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares if the Company fails to complete the initial Business Combination during the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold • Founder Shares are shares of Class B common stock that will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one • Are entitled to registration rights Additionally, Founder Shares are subject to certain transfer restrictions as described in Note 5, and, prior to the initial Business Combination, only holders of the Founder Shares have the right to vote on the election of directors and holders of a majority of Founder Shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of stockholders, holders of Founder Shares and holders of Public Shares will vote together as a single class, with each share entitling the holder to one vote. |
Warrant Liabilities
| Warrant Liabilities | 6 Months Ended |
| Jun. 30, 2021 | |
| Warrants and Rights Note Disclosure [Abstract] | |
| Warrant Liabilities | NOTE 8. WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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 as discussed below, at any time commencing on the later of (a) 12 months from the closing of the Initial Public Offering or (b) 30 days after the completion of a Business Combination. 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 Public Warrants will trade. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem them (except as described for Private Warrants discussed below): • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 • if, and only if, the last reported sale price of Class A common stock for any 20 30 18.00 The Private Warrants will be non-redeemable If, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading 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 completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Company is not registering the shares of Class A common stock issuable upon exercise of the Public Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and the Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of Class A common stock are at the time of any exercise of a Public 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 Public 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 register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public 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 Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Private Warrants are identical to the Public Warrants, except that the Private Warrants: • Will be non-redeemable • May not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 • May be exercised on a cashless basis, so long as they are held by the Sponsor or its permitted transferees |
Fair Value Measurements
| Fair Value Measurements | 6 Months Ended |
| Jun. 30, 2021 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,009,221 Liabilities: Private Warrants 3 $ 277,308 Public Warrants 1 $ 7,000,000 As of December 31, 2020, there were no Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 e s The Public Warrants and Private Warrants were initially valued using a Monte Carlo simulation model which is considered to be a Level 3 fair value measurement. As of June 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The key inputs into the Monte Carlo simulation model for the Private Warrants were as follows as of June 30, 2021: Input June 30, 2021 Risk-free interest rate 1.04 % Expected term (years) 5.00 Expected volatility 12.78 % Exercise price $ 11.50 Fair value of Class A common stock $ 9.71 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected term was determined to be five years, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date and expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of one Class A common, represents the closing price on the measurement date as observed from the ticker GHAC. Prior to trading, the fair value is inferred by solving to the publicly-traded stock price. As of June 30, 2021, the Private Warrants and Public Warrants were determined to be $1.07 and $1.05 per warrant for aggregate values of $0.3 million and $7.0 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on February 2, 2021 230,658 5,866,667 6,097,325 Change in valuation inputs or other assumptions (1) 46,650 1,133,333 1,179,983 Fair value as of June 30, 2021 $ 277,308 $ 7,000,000 $ 7,277,308 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations. The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2020 $ — Initial measurement on February 2, 2021 6,097,325 Change in fair value 138,517 Fair value as of March 31, 2021 6,235,842 Transfer of Public Warrants to Level 1 measurement (6,000,000 ) Change in fair value 41,466 Fair value as of June 30, 2021 $ 277,308 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning 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 as of April 1, 2021. |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 10. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through August 12 |
Summary of Significant Accoun_2
| Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
| 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 auditor 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. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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 estimates, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
| Net Loss Per Common Share | Net Loss Per Common Share Basic loss per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC Topic 480, “Distinguishing Liabilities from Equity” , two-class A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common shares subject to redemption is as follows: For the three For the six Redeemable Class A Common Stock Numerator: Earnings allocable to redeemable Class A common stock Interest income allocable on marketable securities held in Trust Account $ 6,561 $ 9,221 Net income allocable to redeemable Class A common stock $ 6,561 $ 9,221 Denominator: Weighted average shares outstanding of redeemable Class A common stock Redeemable Class A common stock, basic and diluted 20,000,000 20,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Earnings allocable to non-redeemable Net loss $ (1,385,296 ) $ (2,490,169 ) Less: Net income allocable to redeemable Class A common stock (6,561 ) (9,221 ) Non-redeemable $ (1,391,857 ) $ (2,499,390 ) Denominator: Weighted average shares outstanding of non-redeemable Non-redeemable 5,777,500 5,656,644 Basic and diluted net loss per non-redeemable $ (0.24 ) $ (0.44 ) |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. At June 30, 2021, the assets held in the Trust Account were held in marketable securities deemed to be cash equivalents. The Company had no cash equivalents in its operating account as of June 30, 2021 and December 31, 2020. |
| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company determined the common stock subject to possible redemption to be equal to the redemption value of approximately $10.00 per share of Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. |
| Offering Costs | Offering Costs Offering costs consist principally of underwriting, legal, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs of approximately $11.4 million were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
| Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and the Private Warrants (collectively, the “Warrants”) (Note 3, Note 4, Note 8 and Note 9) in accordance with ASC 815-40, |
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred income taxes were deemed to be de minimis as of June 30, 2021. |
| Components of Equity | Components of Equity Upon consummation of the IPO, the Company issued Class A common stock and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without |
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
| Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
| Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Schedule of earnings per share, basic and diluted | A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common shares subject to redemption is as follows: For the three For the six Redeemable Class A Common Stock Numerator: Earnings allocable to redeemable Class A common stock Interest income allocable on marketable securities held in Trust Account $ 6,561 $ 9,221 Net income allocable to redeemable Class A common stock $ 6,561 $ 9,221 Denominator: Weighted average shares outstanding of redeemable Class A common stock Redeemable Class A common stock, basic and diluted 20,000,000 20,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Earnings allocable to non-redeemable Net loss $ (1,385,296 ) $ (2,490,169 ) Less: Net income allocable to redeemable Class A common stock (6,561 ) (9,221 ) Non-redeemable $ (1,391,857 ) $ (2,499,390 ) Denominator: Weighted average shares outstanding of non-redeemable Non-redeemable 5,777,500 5,656,644 Basic and diluted net loss per non-redeemable $ (0.24 ) $ (0.44 ) |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 6 Months Ended |
| Jun. 30, 2021 | |
| Fair Value Disclosures [Abstract] | |
| Summary of the company's financial assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,009,221 Liabilities: Private Warrants 3 $ 277,308 Public Warrants 1 $ 7,000,000 |
| Summary of the significant inputs to the monte carlo simulation for the fair value of the public warrants | The Private Placement Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The key inputs into the Monte Carlo simulation model for the Private Warrants were as follows as of June 30, 2021: Input June 30, 2021 Risk-free interest rate 1.04 % Expected term (years) 5.00 Expected volatility 12.78 % Exercise price $ 11.50 Fair value of Class A common stock $ 9.71 |
| Summary of change in the fair value of the derivative warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on February 2, 2021 230,658 5,866,667 6,097,325 Change in valuation inputs or other assumptions (1) 46,650 1,133,333 1,179,983 Fair value as of June 30, 2021 $ 277,308 $ 7,000,000 $ 7,277,308 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations. |
| Summary of changes in the fair value of the Level 3 financial instruments that are measured at fair value | The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2020 $ — Initial measurement on February 2, 2021 6,097,325 Change in fair value 138,517 Fair value as of March 31, 2021 6,235,842 Transfer of Public Warrants to Level 1 measurement (6,000,000 ) Change in fair value 41,466 Fair value as of June 30, 2021 $ 277,308 |
Organization and Plan of Busi_2
| Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | Feb. 05, 2021 | Jun. 30, 2021 |
| Sale of stock issue price per share | $ 10 | |
| Proceeds from initial public offering | $ 7,000,000 | |
| Proceeds from Issuance of private placement | 7,775,000 | |
| Transaction costs | $ 11,755,731 | |
| Underwriting fee | 4,000,000 | |
| Deferred underwriting fee payable | 7,000,000 | |
| Other offering costs | 755,731 | |
| Payment made towards restricted investments | 200,000,000 | $ 200,000,000 |
| Equity method investment ownership percentage | 100.00% | |
| Temporary equity redemption price per share | $ 10 | |
| Interest to pay dissolution expenses | $ 100,000 | |
| Minimum net tangible assets for business combination | $ 5,000,001 | |
| Percentage of the public shareholding eligible for transfer without restrictions | 15.00% | |
| Estimated expenses payable on dissolution | $ 100,000 | |
| Minimum [Member] | ||
| Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount | 80.00% | |
| Percent of outstanding voting securities of the target owns or acquires | 50.00% | |
| Per share amount to be maintained in the trust account | $ 10 | |
| Maximum [Member] | ||
| Per share amount to be maintained in the trust account | $ 10 | |
| Warrant Liabilities [Member] | ||
| Transaction costs | $ 344,981 | |
| IPO [Member] | ||
| Stock shares issued during the period shares | 20,000,000 | |
| Sale of stock issue price per share | $ 10 | |
| Proceeds from initial public offering | $ 200,000,000 | $ 4,000,000 |
| Over-Allotment Option [Member] | ||
| Stock shares issued during the period shares | 2,500,000 | |
| Private Placement [Member] | ||
| Stock shares issued during the period shares | 777,500 | |
| Sale of stock issue price per share | $ 10 | |
| Proceeds from Issuance of private placement | $ 7,775,000 |
Summary of Significant Accoun_4
| Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
| Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
| Numerator: Earnings allocable to non-redeemable Class A and Class B common stock | |||
| Net loss | $ (1,385,296) | $ (1,104,873) | $ (2,490,169) |
| Redeemable Class A Common Stock [Member] | |||
| Numerator: Earnings allocable to redeemable Class A common stock | |||
| Interest income earned on marketable securities held in Trust Account | 6,561 | 9,221 | |
| Net income allocable to redeemable Class A common stock | $ 6,561 | $ 9,221 | |
| Denominator: Weighted average shares outstanding of redeemable Class A common stock | |||
| Basic and diluted weighted average shares outstanding | 20,000,000 | 20,000,000 | |
| Basic and diluted net income/(loss) per share | $ 0 | $ 0 | |
| Non Redeemable Class A and Class B Common Stock [Member] | |||
| Denominator: Weighted average shares outstanding of redeemable Class A common stock | |||
| Basic and diluted weighted average shares outstanding | 5,777,500 | 5,656,644 | |
| Basic and diluted net income/(loss) per share | $ (0.24) | $ (0.44) | |
| Numerator: Earnings allocable to non-redeemable Class A and Class B common stock | |||
| Net loss | $ (1,385,296) | $ (2,490,169) | |
| Less: Net income allocable to redeemable Class A common stock | (6,561) | (9,221) | |
| Non-redeemable net loss | $ (1,391,857) | $ (2,499,390) | |
Summary of Significant Accoun_5
| Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 05, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
| Unrecognised tax benefits | $ 0 | $ 0 | |||
| Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | |||
| Fair value measurement, Warrants | 1,041,466 | 1,179,983 | |||
| Cash that is insured with federal insurance | 250,000 | 250,000 | |||
| Cash equivalents | $ 0 | $ 0 | $ 0 | ||
| Temporary equity redemption price per share | $ 10 | $ 10 | |||
| Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||
| Class A Common Stock [Member] | |||||
| Fair value measurement, Warrants | 6,097,325 | ||||
| Underwriting discounts and offering costs | 11,410,750 | ||||
| Stock issued during period, shares, new issues | 20,000,000 | ||||
| IPO [Member] | |||||
| Transaction costs incurred for initial public offering | $ 11,400,000 | ||||
| Stock issued during period, shares, new issues | 20,000,000 |
Initial Public Offering - Addit
| Initial Public Offering - Additional Information (Detail) - $ / shares | Feb. 05, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
| Sale of stock issue price per share | $ 10 | ||
| Class A Common Stock [Member] | |||
| Stock shares issued during the period shares | 20,000,000 | ||
| IPO [Member] | |||
| Stock shares issued during the period shares | 20,000,000 | ||
| Sale of stock issue price per share | $ 10 | ||
| Over-Allotment Option [Member] | |||
| Stock shares issued during the period shares | 2,500,000 | ||
| Public Warrants [Member] | |||
| Common stock, conversion basis | one Public Share and one-third of one Public Warrant | ||
| Exercise price of warrants or rights | $ 1.05 | ||
| Public Warrants [Member] | Class A Common Stock [Member] | |||
| Number of shares entitlement per warrant | 1 | ||
| Exercise price of warrants or rights | $ 11.50 | ||
| Public Warrants [Member] | IPO [Member] | |||
| Stock shares issued during the period shares | 20,000,000 | ||
| Sale of stock issue price per share | $ 10 | ||
| Public Warrants [Member] | Over-Allotment Option [Member] | |||
| Stock shares issued during the period shares | 2,500,000 |
Private Placement Units - Addit
| Private Placement Units - Additional Information (Detail) | 6 Months Ended |
| Jun. 30, 2021$ / sharesshares | |
| Number of days for a particular event to get over for determining trading period | 24 months |
| Private Placement [Member] | |
| Stock related warrants issued during the period shares | 777,500 |
| Class of warrant or right price per warrant | $ / shares | $ 10 |
| Private Placement [Member] | Over-Allotment Option [Member] | |
| Stock related warrants issued during the period shares | 50,000 |
Related party transactions - Ad
| Related party transactions - Additional Information (Detail) - USD ($) | Feb. 05, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Jun. 30, 2021 |
| Stock issued during period, value, new issues | $ 182,491,925 | |||||
| Office Space Secretarial and Administrative Services [Member] | ||||||
| Related party transaction, amounts of transaction | $ 33,333 | |||||
| Related party transaction, expenses from transactions with related party | $ 166,665 | |||||
| Director [Member] | ||||||
| Related party transaction, amounts of transaction | $ 375,000 | |||||
| Founder Shares [Member] | ||||||
| Number of shares not subjected to forfeiture | 625,000 | |||||
| Founder Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | ||||||
| Share price | $ 12 | |||||
| Founder Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Minimum [Member] | ||||||
| Common stock, transfers, threshold trading days | 20 days | |||||
| Founder Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Maximum [Member] | ||||||
| Common stock, transfers, threshold trading days | 30 days | |||||
| Common Class B [Member] | Founder Shares [Member] | ||||||
| Stock issued during period, value, new issues | $ 25,000 | |||||
| Common stock, dividends, per share, declared | $ 0.15942029 | |||||
| Sponsor [Member] | Related Party Loan [Member] | ||||||
| Debt face amount | $ 500,000 | |||||
| Repayments of debt | $ 71,706 | |||||
| Sponsor [Member] | Working Capital Loans [Member] | ||||||
| Debt face amount | $ 1,500,000 | |||||
| Debt conversion price per share | $ 10 | |||||
| Long-term debt, gross | $ 0 | |||||
| Sponsor [Member] | Founder Shares [Member] | ||||||
| Stock issued during period, shares, new issues | 5,000,000 | |||||
| Common stock, transfers, restriction on number of days from the date of business combination | 150 days | |||||
| Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||
| Stock issued during period, shares, new issues | 4,312,500 |
Commitments and Contingencies -
| Commitments and Contingencies - Additional Information (Detail) - USD ($) | Feb. 05, 2021 | Jun. 30, 2021 |
| Under writing discount percentage | 2.00% | |
| Proceeds from initial public offering | $ 7,000,000 | |
| Underwriting deferred fee per unit | $ 0.35 | |
| IPO [Member] | ||
| Proceeds from initial public offering | $ 200,000,000 | $ 4,000,000 |
Stockholders' Equity - Addition
| Stockholders' Equity - Additional Information (Detail) - $ / shares | Feb. 05, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
| Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
| Preferred stock shares issued | 0 | |||
| Preferred stock shares outstanding | 0 | 0 | ||
| Stockholders' equity note, stock split | one vote for each share | |||
| Founder Shares [Member] | ||||
| Percentage of public shares to redeem within the initial business combination period | 100.00% | |||
| IPO [Member] | ||||
| Stock issued during period, shares, new issues | 20,000,000 | |||
| IPO [Member] | Public Units [Member] | ||||
| Stock issued during period, shares, new issues | 20,000,000 | |||
| IPO [Member] | Private Units [Member] | ||||
| Stock issued during period, shares, new issues | 777,500 | |||
| Class A Common Stock [Member] | ||||
| Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
| Common stock shares authorized | 100,000,000 | 100,000,000 | ||
| Stockholders' equity note, stock split | one-for-one basis | |||
| Percentage of common stock outstanding upon completion of initial public offering on converted basis | 20.00% | |||
| Stock issued during period, shares, new issues | 20,000,000 | |||
| Common stock shares issued | 2,498,420 | 0 | ||
| Common stock, shares, outstanding | 2,498,420 | 0 | ||
| Common stock shares subject to possible redemption | 18,279,080 | 0 | ||
| Class A Common Stock [Member] | IPO [Member] | ||||
| Common stock shares issued | 18,279,080 | |||
| Common stock, shares, outstanding | 2,498,420 | |||
| Common stock shares subject to possible redemption | 18,279,080 | |||
| Class B Common Stock [Member] | ||||
| Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
| Common stock shares authorized | 10,000,000 | 10,000,000 | ||
| Common stock shares issued | 5,000,000 | 5,000,000 | ||
| Common stock, shares, outstanding | 5,000,000 | 5,000,000 | ||
| Class B Common Stock [Member] | IPO [Member] | ||||
| Common stock shares issued | 5,000,000 | |||
| Common stock, shares, outstanding | 5,000,000 |
Warrant Liabilities - Additiona
| Warrant Liabilities - Additional Information (Detail) | 6 Months Ended |
| Jun. 30, 2021$ / shares | |
| Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 30 days |
| Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
| Warrants and rights outstanding, term | 5 years |
| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |
| Class of warrants redemption price per unit | $ 0.01 |
| Number of days of notice to be given for the redemption of warrants | 30 days |
| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Minimum [Member] | |
| Share redemption trigger price | $ 10 |
| Class of warrant or right exercise price adjustment percentage higher of market value | 100.00% |
| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Maximum [Member] | |
| Share redemption trigger price | $ 18 |
| Class of warrant or right exercise price adjustment percentage higher of market value | 180.00% |
| Share Price Equal or Less Nine point Two Rupees per dollar [Member] | Common Class A [Member] | |
| Exercise price of warrants or rights | $ 9.20 |
| Share redemption trigger price | $ 9.20 |
| Minimum gross proceeds required from issuance of equity | 60.00% |
| Class of warrant or right minimum notice period for redemption | 20 days |
| Class of warrant or right exercise price adjustment percentage higher of market value | 115.00% |
| Public Warrants [Member] | |
| Exercise price of warrants or rights | $ 1.05 |
| Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 12 months |
| Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days |
| Warrants and rights outstanding, term | 5 years |
| Warrants issued price per shares | $ 0.10 |
| Public Warrants [Member] | Minimum [Member] | |
| Warrants exercisable period after the closing of the business combination | 20 days |
| Public Warrants [Member] | Common Class A [Member] | |
| Exercise price of warrants or rights | $ 11.50 |
| Number of consecutive trading days for determining the share price | 20 days |
| Number of trading days for determining the share price | 30 days |
| Public Warrants [Member] | Common Class A [Member] | Minimum [Member] | |
| Share price | $ 10 |
| Public Warrants [Member] | Common Class A [Member] | Maximum [Member] | |
| Share price | $ 18 |
| Warrants exercisable period after the closing of the business combination | 60 days |
| Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | |
| Share price | $ 18 |
| Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Minimum [Member] | |
| Number of consecutive trading days for determining the share price | 20 days |
| Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Maximum [Member] | |
| Number of trading days for determining the share price | 30 days |
| Private Placement Warrants [Member] | |
| Exercise price of warrants or rights | $ 1.07 |
| Private Placement Warrants [Member] | Common Class A [Member] | Sponsor [Member] | |
| Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days |
Fair Value Measurements - Addit
| Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
| Jun. 30, 2021USD ($)$ / shares | |
| Warrants and rights outstanding, term | 5 years |
| Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 30 days |
| Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
| Private Placement Warrants [Member] | |
| Exercise price of warrants or rights | $ / shares | $ 1.07 |
| Warrants and rights outstanding | $ | $ 0.3 |
| Public Warrants [Member] | |
| Warrants and rights outstanding, term | 5 years |
| Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 12 months |
| Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days |
| Exercise price of warrants or rights | $ / shares | $ 1.05 |
| Warrants and rights outstanding | $ | $ 7 |
Fair Value Measurements - Summa
| Fair Value Measurements - Summary of The Company's Financial Assets That Are Measured At Fair Value On A Recurring Basis (Detail) | Jun. 30, 2021USD ($) |
| Assets | |
| Assets Held-in-trust, Noncurrent | $ 200,009,221 |
| Fair Value, Recurring [Member] | Level 1 [Member] | |
| Assets | |
| Assets Held-in-trust, Noncurrent | 200,009,221 |
| Fair Value, Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | |
| Liabilities | |
| Warrants | 7,000,000 |
| Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |
| Liabilities | |
| Warrants | $ 277,308 |
Fair Value Measurements - Sum_2
| Fair Value Measurements - Summary of The Significant Inputs To The Monte Carlo Simulation For The Fair Value of The Public Warrants (Detail) | Jun. 30, 2021 |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Term | 5 years |
| Measurement Input, Risk Free Interest Rate [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants And Rights Outstanding Percentage | 1.04% |
| Measurement Input, Expected Term [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Term | 5 years |
| Measurement Input, Option Volatility [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants And Rights Outstanding Percentage | 12.78% |
| Measurement Input, Exercise Price [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 11.50 |
| Measurement Input Fair Value Units [Member] | Common Class A [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 9.71 |
Fair Value Measurements - Sum_3
| Fair Value Measurements - Summary of Change In The Fair Value of The Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2021 | Jun. 30, 2021 | |
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Change in fair value of warrant liabilities | $ 1,041,466 | $ 1,179,983 |
| Private Placement Warrants [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Fair value, Opening Balance | 0 | |
| Initial measurement on February 2, 2021 | 230,658 | |
| Change in fair value of warrant liabilities | 46,650 | |
| Fair value, Ending Balance | 277,308 | 277,308 |
| Public Warrants [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Fair value, Opening Balance | 0 | |
| Initial measurement on February 2, 2021 | 5,866,667 | |
| Change in fair value of warrant liabilities | 1,133,333 | |
| Fair value, Ending Balance | 7,000,000 | 7,000,000 |
| Warrant Liabilities [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Fair value, Opening Balance | 0 | |
| Initial measurement on February 2, 2021 | 6,097,325 | |
| Change in fair value of warrant liabilities | 1,179,983 | |
| Fair value, Ending Balance | $ 7,277,308 | $ 7,277,308 |
Fair Value Measurements - Sum_4
| Fair Value Measurements - Summary of Changes in the Fair Value of the Level 3 Financial Instruments that are Measured at Fair Value (Detail) - Fair Value, Inputs, Level 3 [Member] - Warrant Liabilities [Member] - USD ($) | 3 Months Ended | |
| Jun. 30, 2021 | Mar. 31, 2021 | |
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
| Beginning balance | $ 6,235,842 | $ 0 |
| Initial measurement on February 2, 2021 | 6,097,325 | |
| Transfer of Public Warrants to Level 1 measurement | (6,000,000) | |
| Change in fair value | 41,466 | 138,517 |
| Ending balance | $ 277,308 | $ 6,235,842 |