Gaming & Hospitality Acquisition (GHAC) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
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 ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 824,306	$ 25,000
Prepaid expenses	740,237
Total current assets	1,564,543	25,000
Deferred offering costs		550,046
Cash held in Trust Account	200,012,011
Total assets	201,576,554	575,046
Current liabilities
Accounts payable and accrued expenses	595,794	526,759
Advances from Sponsor		34,236
Total current liabilities	595,794	560,995
Warrant liabilities	4,848,084
Deferred underwriting fee payable	7,000,000
Total liabilities	12,443,878	560,995
Commitments and contingencies
Class A common stock subject to possible redemption, $0.0001 par value, 20,000,000 and no shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value	200,000,000
Stockholders' equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
Additional paid in capital	0	24,500
Accumulated deficit	(10,867,902)	(10,949)
Total stockholders' equity (deficit)	(10,867,324)	14,051
Total liabilities and stockholders' equity	201,576,554	575,046
Common Class A [Member]
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value, 20,000,000 and no shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value	200,000,000
Stockholders' equity
Common stock	78	0
Total stockholders' equity (deficit)	78
Common Class B [Member]
Stockholders' equity
Common stock	500	500
Total stockholders' equity (deficit)	$ 500	$ 500

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Sep. 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	20,000,000	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	777,500	0
Common stock, shares, outstanding	777,500	0
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
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	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation costs and other operating expenses	$ 1,090,145	$ 2,409,552
Loss from operations	(1,090,145)	(2,409,552)
Other income (expense):
Interest income on marketable securities held in Trust Account	2,790	12,011
Change in fair value of warrant liabilities	2,429,224	1,249,241
Other income (expense), net	2,432,014	1,261,252
Net income (loss)	$ 1,341,869	$ (1,148,300)
Class A Public Shares [Member]
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	20,000,000	17,500,000
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.05	$ (0.05)
Class A Private Shares [Member]
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	777,500	680,313
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.05	$ (0.05)
Common Class B [Member]
Other income (expense):
Net income (loss)	$ 260,279	$ (244,643)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	5,000,000	4,921,875
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.05	$ (0.05)

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 common stock (private units), net of proceeds allocated to private warrant liability	7,544,342	7,544,264	0	$ 78	$ 0
Issuance of common stock (private units), net of proceeds allocated to private warrant liability, Shares				777,500	0
Accretion to Class A common stock redemption amount	(17,277,417)	(7,568,764)	(9,708,653)
Net income (loss)	(1,104,873)		(1,104,873)
Ending balance at Mar. 31, 2021	(10,823,897)	0	(10,824,475)	$ 78	$ 500
Ending balance, shares at Mar. 31, 2021				777,500	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
Accretion to Class A common stock redemption amount				$ (17,277,417)
Net income (loss)	(1,148,300)			(869,842)	$ (244,643)
Ending balance at Sep. 30, 2021	(10,867,324)	0	(10,867,902)	$ 78	$ 500
Ending balance, shares at Sep. 30, 2021				777,500	5,000,000
Beginning balance at Mar. 31, 2021	(10,823,897)	0	(10,824,475)	$ 78	$ 500
Beginning balance, shares at Mar. 31, 2021				777,500	5,000,000
Net income (loss)	(1,385,296)		(1,385,296)
Ending balance at Jun. 30, 2021	(12,209,193)	0	(12,209,771)	$ 78	$ 500
Ending balance, shares at Jun. 30, 2021				777,500	5,000,000
Net income (loss)	1,341,869		1,341,869	$ 1,041,117	$ 260,279
Ending balance at Sep. 30, 2021	$ (10,867,324)	$ 0	$ (10,867,902)	$ 78	$ 500
Ending balance, shares at Sep. 30, 2021				777,500	5,000,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash flow from operating activities:
Net loss	$ (1,148,300)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned on marketable securities held in Trust Account	(12,011)
Change in fair value of warrant liabilities	(1,249,241)
Transaction costs allocable to warrant liabilities	344,981
Changes in operating assets and liabilities
Prepaid expenses	(740,237)
Accounts payable and accrued expenses	584,845
Net cash used in operating activities	(2,219,963)
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:
Proceeds from promissory note—Sponsor	37,470
Paydown of promissory note—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	799,306
Cash at the beginning of the period	25,000
Cash at the end of the period	824,306
Supplemental disclosure of non-cash activities:
Deferred underwriting fees payable	7,000,000
Initial classification of common stock subject to possible redemption	200,000,000
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	9 Months Ended
	Sep. 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 September 30, 2021, the Company had not commenced any operations. All activity through September 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 of its initial Business Combination, at the earliest. The Company will generate 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 statements of operations. 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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the 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 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revision to Previously Reported Financial Statements During the preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, paid-in 10-Qs The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021 and June 30, 2021, is a reclassification of $15.8 million and $17.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption, resulting in a decrease of $6.1 million and $7.5 million, respectively, in additional paid-in-capital, 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 nine months ended September 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 judgm e Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to below as Class A common stock subject to redemption, Non-redeemable A reconciliation of net income (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 months ended September 30, 2021 For the nine months ended September 30, 2021 Class A subject to Non-redeemable Class B Class A subject to Non-redeemable Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,041,117 $ 40,473 $ 260,279 $ (869,842 ) $ (33,815 ) $ (244,643 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 17,500,000 680,313 4,921,875 Basic and diluted net income (loss) per common stock $ 0.05 $ 0.05 $ 0.05 $ (0.05 ) $ (0.05 ) $ (0.05 ) 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 September 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 September 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. 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. The Class A common stock reflected in the Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption 200,000,000 There was no Class A common stock outstanding as of December 31, 2020. 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 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 associated with warrant liabilities are expensed as incurred, presented as non-operating 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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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,” (“ASC 740”) 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 September 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 September 30, 2021 and December 31, 2020. 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 eliminates 2020-06 amends if-converted 2020-06 is 2020-06 would 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	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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 cash bonus payments to its independent directors, which was recognized as general and administrative expense by the Company and included in formation costs and other operating expenses in the condensed statements of operations. 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 $266,664 of fees as of September 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 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 September 30, 2021 and December 31, 2020. Related Party Consulting Agreement The Company entered into an agreement dated as of October 28, 2021 (the “Consulting Agreement”), pursuant to which ZCG Consulting, an affiliate of the sponsor, will provide the Company with consulting services in connection with its search for a potential target company for a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Fees are expensed as incurred and are payable upon receipt. As of September 30, 2021, the Company had incurred $70,281 in fees under the Consulting Agreement which are recorded in accounts payable and accrued expenses on the condensed balance sheet.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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 September 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 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 September 30, 2021, there were 777,500 shares of Class A common stock issued and outstanding, excluding 20,000,000 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 Business Combination activity; and • 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	9 Months Ended
	Sep. 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 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading 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 days after the completion of the initial Business Combination (including the shares of Class A common stock issuable upon exercise of the Private Warrants) • 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	9 Months Ended
	Sep. 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 September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 200,012,011 Liabilities: Private Warrants 2 $ 181,417 Public Warrants 1 $ 4,666,667 As of December 31, 2020, there were no Warrants The Warrants are accounted for as liabilities in accordance with ASC 815 and are e 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. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Warrants were transferred from a Level 3 measurement to a Level 2 fair value measurement in July 2021. As the transfer of Private Warrants to anyone who is not a permitted transferee would result in the Private Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. As of September 30, 2021, the Private Warrants and Public Warrants were determined to be $0.70 per warrant for aggregate values of $0.2 million and $4.7 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant 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) (49,241 ) (1,200,000 ) (1,249,241 ) Fair value as of September 30, 2021 $ 181,417 $ 4,666,667 $ 4,848,084 (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 Transfer of Private Warrants to Level 2 measurement (277,308 ) Fair value as of September 30, 2021 $ —

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS Related Party Loans On November 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $ . The Working Capital Loan is non-interest bearing and will be repaid upon completion of a Business Combination, or, at the Sponsor’s discretion, up to $ of notes may be converted upon completion of a Business Combination into Private Units at a price of $ per Private Unit. There were drawdowns on this note as of November , . Management has evaluated subsequent events to determine if events or transactions occurring through November 12, 2021, the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Revision to Previously Reported Financial Statements	Revision to Previously Reported Financial Statements During the preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, paid-in 10-Qs The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021 and June 30, 2021, is a reclassification of $15.8 million and $17.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption, resulting in a decrease of $6.1 million and $7.5 million, respectively, in additional paid-in-capital,
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 nine months ended September 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 judgm e
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to below as Class A common stock subject to redemption, Non-redeemable A reconciliation of net income (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 months ended September 30, 2021 For the nine months ended September 30, 2021 Class A subject to Non-redeemable Class B Class A subject to Non-redeemable Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,041,117 $ 40,473 $ 260,279 $ (869,842 ) $ (33,815 ) $ (244,643 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 17,500,000 680,313 4,921,875 Basic and diluted net income (loss) per common stock $ 0.05 $ 0.05 $ 0.05 $ (0.05 ) $ (0.05 ) $ (0.05 )
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 September 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 September 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. 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. The Class A common stock reflected in the Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption 200,000,000 There was no Class A common stock outstanding as of December 31, 2020.
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 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 associated with warrant liabilities are expensed as incurred, presented as non-operating
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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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,” (“ASC 740”) 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 September 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 September 30, 2021 and December 31, 2020.
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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 eliminates 2020-06 amends if-converted 2020-06 is 2020-06 would 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)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of earnings per share, basic and diluted	A reconciliation of net income (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 months ended September 30, 2021 For the nine months ended September 30, 2021 Class A subject to Non-redeemable Class B Class A subject to Non-redeemable Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,041,117 $ 40,473 $ 260,279 $ (869,842 ) $ (33,815 ) $ (244,643 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 17,500,000 680,313 4,921,875 Basic and diluted net income (loss) per common stock $ 0.05 $ 0.05 $ 0.05 $ (0.05 ) $ (0.05 ) $ (0.05 )
Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheet	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. The Class A common stock reflected in the Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption 200,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 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 September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 200,012,011 Liabilities: Private Warrants 2 $ 181,417 Public Warrants 1 $ 4,666,667
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 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) (49,241 ) (1,200,000 ) (1,249,241 ) Fair value as of September 30, 2021 $ 181,417 $ 4,666,667 $ 4,848,084 (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 Transfer of Private Warrants to Level 2 measurement (277,308 ) Fair value as of September 30, 2021 $ —

Organization and Plan of Busi_2

Organization and Plan of Business Operations - Additional Information (Detail) - USD ($)	Feb. 05, 2021	Sep. 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%
Minimum net tangible assets for business combination		$ 5,000,001
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			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Numerator:
Allocation of net income (loss)	$ 1,341,869	$ (1,385,296)	$ (1,104,873)	$ (1,148,300)
Class A common stock subject to redemption [Member]
Numerator:
Allocation of net income (loss)	$ 1,041,117			$ (869,842)
Denominator:
Basic and diluted weighted average shares outstanding	20,000,000			17,500,000
Basic and diluted net income (loss) per common stock	$ 0.05			$ (0.05)
Non-redeemable Class A common stock [Member]
Numerator:
Allocation of net income (loss)	$ 40,473			$ (33,815)
Denominator:
Basic and diluted weighted average shares outstanding	777,500			680,313
Basic and diluted net income (loss) per common stock	$ 0.05			$ (0.05)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 260,279			$ (244,643)
Denominator:
Basic and diluted weighted average shares outstanding	5,000,000			4,921,875
Basic and diluted net income (loss) per common stock	$ 0.05			$ (0.05)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheet (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021
Temporary Equity [Line Items]
Gross proceeds		$ 7,000,000
Add: Accretion of carrying value to redemption value	$ 17,277,417
Class A common stock subject to possible redemption		200,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds		200,000,000
Less: Proceeds allocated to Public Warrants		(5,866,667)
Less: Class A common stock issuance costs		(11,410,750)
Add: Accretion of carrying value to redemption value		17,277,417
Class A common stock subject to possible redemption		$ 200,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Feb. 05, 2021	Sep. 30, 2021	Sep. 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				(2,429,224)	(1,249,241)
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 tangible assets for business combination				$ 5,000,001	$ 5,000,001
Additional paid in capital				0	0	24,500
Accumulated deficit				(10,867,902)	(10,867,902)	$ (10,949)
Initial classification of common stock subject to possible redemption					200,000,000
Revision of Prior Period, Adjustment [Member]
Additional paid in capital	$ 7.5	$ 6.1		5,700,000	5,700,000
Accumulated deficit	9.7	9.7		9,700,000	9,700,000
Initial classification of common stock subject to possible redemption	15.4	15.4
Minimum [Member]
Minimum net tangible assets for business combination				$ 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
Temporary equity shares outstanding				20,000,000	20,000,000	0
Class A Common Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Recalssification of permanent equity to temporary equity,Shares					934,169
Reclassification of permanent equity to temporary equity	$ 17.2	$ 15.8
IPO [Member]
Transaction costs incurred for initial public offering					$ 11,400,000
Stock issued during period, shares, new issues			20,000,000
IPO [Member] | Class A Common Stock [Member]
Temporary equity shares outstanding				20,000,000	20,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Feb. 05, 2021	Sep. 30, 2021	Sep. 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		$ 0.70	$ 0.70
Public Warrants [Member] | Class A Common Stock [Member]
Number of shares entitlement per warrant		1	1
Exercise price of warrants or rights		$ 11.50	$ 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	$ 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)	9 Months Ended
	Sep. 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	Sep. 30, 2021
Office Space Secretarial and Administrative Services [Member]
Related party transaction, amounts of transaction					$ 33,333
Related party transaction, expenses from transactions with related party					266,664
Related party Consulting Agreement [Member] | Accounts Payable and Accrued Expenses [Member]
Due to related parties current					$ 70,281
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	Sep. 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	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares authorized		1,000,000	1,000,000	1,000,000
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	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%
Class A Common Stock [Member]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized		100,000,000	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%	20.00%
Stock issued during period, shares, new issues		20,000,000
Common stock shares issued		777,500	777,500	0
Common stock, shares, outstanding		777,500	777,500	0
Common stock shares subject to possible redemption		20,000,000	20,000,000	0
Class B Common Stock [Member]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized		10,000,000	10,000,000	10,000,000
Common stock shares issued		5,000,000	5,000,000	5,000,000
Common stock, shares, outstanding		5,000,000	5,000,000	5,000,000
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
IPO [Member] | Class A Common Stock [Member]
Common stock shares issued		20,000,000	20,000,000
Common stock, shares, outstanding		777,500	777,500
Common stock shares subject to possible redemption		20,000,000	20,000,000
IPO [Member] | Class B Common Stock [Member]
Common stock shares issued		5,000,000	5,000,000
Common stock, shares, outstanding		5,000,000	5,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021$ / shares
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	$ 0.70
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	12 days
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] | 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	Sep. 30, 2021USD ($)$ / shares
Public Warrants [Member]
Exercise price of warrants or rights | $ / shares	$ 0.70
Warrants and rights outstanding | $	$ 4.7
Private Warrants [Member]
Exercise price of warrants or rights | $ / shares	$ 0.70
Warrants and rights outstanding | $	$ 0.2

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)	Sep. 30, 2021USD ($)
Assets
Assets Held-in-trust, Noncurrent	$ 200,012,011
Fair Value, Recurring [Member] | Level 1 [Member]
Assets
Assets Held-in-trust, Noncurrent	200,012,011
Fair Value, Recurring [Member] | Level 3 [Member] | Public Warrants [Member]
Liabilities
Warrants	4,666,667
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member]
Liabilities
Warrants	$ 181,417

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Change In The Fair Value of The Derivative Warrant Liabilities (Detail) - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Change in fair value of warrant liabilities		$ (2,429,224)	$ (1,249,241)
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	[1]		(49,241)
Fair value, Ending Balance		181,417	181,417
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]		(1,200,000)
Fair value, Ending Balance		4,666,667	4,666,667
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]		(1,249,241)
Fair value, Ending Balance		$ 4,848,084	$ 4,848,084
[1]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations.

Fair Value Measurements - Sum_3

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
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 277,308	$ 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
Transfer of Private Warrants to Level 2 measurement	(277,308)
Ending balance	$ 0	$ 277,308	$ 6,235,842

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Nov. 11, 2021	Feb. 02, 2021
Related Party Loan [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount		$ 500,000
Subsequent Event [Member] | Working capital loans [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 1,500,000
Debt Instrument, Convertible, Conversion Price	$ 10
Long-term debt, gross	$ 0
Subsequent Event [Member] | Related Party Loan [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 5,000,000