Gaming & Hospitality Acquisition (GHAC) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
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 Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 1,026,203	$ 371,678
Prepaid expenses	586,480	683,197
Total current assets	1,612,683	1,054,875
Investments held in Trust Account	200,034,244	200,016,053
Total assets	201,646,927	201,070,928
Current liabilities
Accounts payable and accrued expenses	950,821	1,277,271
Accounts payable – related party	0	33,333
Convertible promissory note – related party	1,500,000	0
Total current liabilities	2,450,821	1,310,604
Warrant liabilities	1,869,975	4,155,500
Deferred underwriting fee payable	7,000,000	7,000,000
Total liabilities	11,320,796	12,466,104
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
Additional paid in capital	0	0
Accumulated deficit	(9,674,447)	(11,395,754)
Total stockholders' (deficit)	(9,673,869)	(11,395,176)
Total liabilities and stockholders' (deficit)	201,646,927	201,070,928
Common Class A [Member]
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value, 20,000,000 shares issued and outstanding, at March 31, 2022 and December 31, 2021, respectively, at redemption value of $10.00 per share	200,000,000	200,000,000
Stockholders' deficit
Common stock	78	78
Common Class B [Member]
Stockholders' deficit
Common stock	$ 500	$ 500

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Temporary equity redemption price per share	$ 10
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 par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares issued	20,000,000	20,000,000
Temporary equity shares outstanding	20,000,000	20,000,000
Temporary equity redemption price per share	$ 10	$ 10
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	777,500
Common stock, shares, outstanding	777,500	777,500
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 Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Formation costs and other operating expenses	$ 582,409	$ 624,035
Other income (expense):
Interest income on marketable securities held in Trust Account	18,191	2,660
Transaction costs allocable to warrant liabilities	0	(344,981)
Change in fair value of warrant liabilities	2,285,525	(138,517)
Other income (expense), net	2,303,716	(480,838)
Net income (loss)	$ 1,721,307	$ (1,104,873)
Class A Public Shares [Member]
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	20,000,000	12,359,551
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.07	$ (0.06)
Class A Private Shares [Member]
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	777,500	480,478
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.07	$ (0.06)
Common Class B [Member]
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding	5,000,000	4,756,944
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$ 0.07	$ (0.06)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Class A Common Stock [Member]	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020	$ 14,051		$ 0	$ 500	$ 24,500	$ (10,949)
Beginning balance, shares at Dec. 31, 2020			0	5,000,000
Issuance of common stock (private units), net of proceeds allocated to private warrants	7,544,342	$ 78			7,544,264
Issuance of common stock (private units), net of proceeds allocated to private warrants, shares		777,500
Accretion to Class A common stock redemption amount	(17,277,417)				(7,568,764)	(9,708,653)
Net income (loss)	(1,104,873)		$ (776,028)	$ (298,677)		(1,104,873)
Ending balance at Mar. 31, 2021	(10,823,897)		$ 78	$ 500	0	(10,824,475)
Ending balance, shares at Mar. 31, 2021			777,500	5,000,000
Beginning balance at Dec. 31, 2020	14,051		$ 0	$ 500	24,500	(10,949)
Beginning balance, shares at Dec. 31, 2020			0	5,000,000
Accretion to Class A common stock redemption amount		$ (17,277,417)
Ending balance at Dec. 31, 2021	(11,395,176)		$ 78	$ 500	0	(11,395,754)
Ending balance, shares at Dec. 31, 2021			777,500	5,000,000
Accretion to Class A common stock redemption amount		$ (17,277,417)
Net income (loss)	1,721,307		$ 1,335,511	$ 333,878		1,721,307
Ending balance at Mar. 31, 2022	$ (9,673,869)		$ 78	$ 500	$ 0	$ (9,674,447)
Ending balance, shares at Mar. 31, 2022			777,500	5,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash flow from operating activities:
Net income (loss)	$ 1,721,307	$ (1,104,873)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income earned on marketable securities held in Trust Account	(18,191)	(2,660)
Change in fair value of warrant liabilities	(2,285,525)	138,517
Transaction costs allocable to warrant liabilities	0	344,981
Changes in operating assets and liabilities
Prepaid expenses	96,717	(996,297)
Accounts payable and accrued expenses	(326,450)	40,829
Accounts payable – related party	(33,333)	66,666
Net cash used in operating activities	(845,475)	(1,512,837)
Cash flow from investing activities:
Investment of cash in Trust Account	0	(200,000,000)
Net cash used in investing activities	0	(200,000,000)
Cash flows from financing activities:
Proceeds from promissory note—Sponsor	0	37,470
Paydown of promissory note—Sponsor	0	(71,706)
Proceeds from convertible promissory note – related party	1,500,000	0
Payment of deferred offering costs	0	(4,721,495)
Proceeds from issuance of common stock (public units)	0	200,000,000
Proceeds from issuance of common stock (private units)	0	7,775,000
Net cash provided by financing activities	1,500,000	203,019,269
Net change in cash	654,525	1,506,432
Cash at the beginning of the period	371,678	25,000	$ 25,000
Cash at the end of the period	1,026,203	1,531,432	$ 371,678
Supplemental disclosure of non-cash activities:
Deferred underwriting fees payable	$ 0	$ 7,000,000

Organization and Plan of Busine

Organization and Plan of Business Operations	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Organization and Plan of Business Operations	NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Gaming & 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, with regional gaming operations in three states, an online betting presence, and digital and media platforms, and full voting control of the Sponsor is held by entities managed by affiliates of Z Capital Partners, L.L.C. On July 1, 2021, Affinity Gaming acquired Sports Information Group, LLC (d/b/a Daily Racing Form LLC) and changed its name to Affinity Interactive. Concurrently with the Business Combination, the Company currently intends to merge with Affinity Interactive. The Company cannot provide any assurance that such a merger with Affinity Interactive 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 Interactive. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and 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 generates 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 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 the rules of The Nasdaq Stock Market (“Nasdaq”), 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 provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the 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 has until February 5, 2023 (unless stockholders approve an amendment to the amended and restated certificate of incorporation to extend this date) 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 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 independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of amounts to pay the Company’s franchise and income taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
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 accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022, which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Liquidity, Capital Resources, and Going Concern As of March 31, 2022, the Company had $1,026,203 in cash outside of the Trust Account, approximately $34,000 of interest income available in the Trust Account to pay for tax obligations. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note (as defined below) of $500,000 (see Note 5), the Working Capital Loan (as defined below) (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 4, 2021. As of March 31, 2022, there was $1,500,000 outstanding under the Working Capital Loan. The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, 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 Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of 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 March 31, 2022 For the three months ended March 31, 2021 Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,335,511 $ 51,918 $ 333,878 $ (776,028 ) $ (30,168 ) $ (298,677 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 12,359,551 480,478 4,756,944 Basic and diluted net income (loss) per common stock $ 0.07 $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) $ (0.06 ) 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 March 31, 2022 and December 31, 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 March 31, 2022 and December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit 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 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 condensed balance sheets is reconciled in the following table as of March 31, 2022 and December 31, 2021:​​​​​​​ 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 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 March 31, 2022, 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 March 31, 2022 and December 31, 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 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 2020-06 if-converted 2020-06 2020-06 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 condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
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 Public Units). Each Public Unit consists of one Public Share and one-third

Private Placement Units

Private Placement Units	3 Months Ended
	Mar. 31, 2022
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 by February 5, 2023 (unless stockholders approve an amendment to the amended and restated certificate of incorporation to extend this date).

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2022
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. All share and per-share amounts have been retroactively restated to reflect the effect of the stock dividend. As a result of the underwriter’s election to fully exercise their over-allotment option, a total of 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 Interactive, a Nevada corporation and affiliate of its The Company had expensed $99,999 and $66,666 of fees as of March 31, 2022 and 2021, respectively, which are presented in formation costs and other operating expenses on the condensed statements of operations. The Company had accrued $0 of these fees as of March 31, 2022 and December 31, 2021, respectively, which are presented within accounts payable - related party on the condensed balance sheets. 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 could borrow up to an aggregate principal amount of $500,000 to pay for certain Initial Public Offering expenses. The Promissory Note was non-interest 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 $5,000,000. The Working Capital Loan is non-interest The conversion feature included in the Working Capital Loan is considered an embedded derivate, is recorded as a debt discount and measured to fair value at issuance and is remeasured to fair value at the end of each reporting period. The value of the conversion feature is de minimis at issuance and as of March 31, 2022. 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 March 31, 2022, the Company had incurred $129,867 in fees under the Consulting Agreement, of which $121,342 are paid and $8,525 are recorded in accounts payable and accrued expenses on the condensed balance sheet s

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 7. STOCKHOLDERS’ DEFICIT 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 March 31, 2022, 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 of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus (ii) the sum of (a) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding (1) any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, the Private Units and (2) any Private Units issued to the Sponsor or its affiliates upon conversion of loans made to the Company minus (b) the number of Public Shares redeemed by Public Stockholders. Pursuant to and concurrently with the Initial Public Offering, the Company sold 20,000,000 Public Units and 777,500 Private Units. At March 31, 2022, 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 • 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 . • Holders of Founder Shares and Private Shares 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	3 Months Ended
	Mar. 31, 2022
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	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,034,244 $ 200,016,053 Liabilities: Private Warrants 2 $ 69,975 $ 155,500 Public Warrants 1 $ 1,800,000 $ 4,000,000 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at Inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. 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 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 March 31, 2022, the Private Warrants and Public Warrants were determined to be $0.27 per warrant for aggregate values of $69,975 and $1,800,000, respectively. There were no Level 3 measurements as of March 31, 2022 or December 31, 2021, and no transfers between levels for the three months ended March 31, 2022 and 2021.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through the date the condensed financial statements were issued require potential adjustment to or disclosure in the 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)	3 Months Ended
	Mar. 31, 2022
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 accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022, which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources, and Going Concern As of March 31, 2022, the Company had $1,026,203 in cash outside of the Trust Account, approximately $34,000 of interest income available in the Trust Account to pay for tax obligations. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note (as defined below) of $500,000 (see Note 5), the Working Capital Loan (as defined below) (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 4, 2021. As of March 31, 2022, there was $1,500,000 outstanding under the Working Capital Loan. The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40,
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 Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of 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 March 31, 2022 For the three months ended March 31, 2021 Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,335,511 $ 51,918 $ 333,878 $ (776,028 ) $ (30,168 ) $ (298,677 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 12,359,551 480,478 4,756,944 Basic and diluted net income (loss) per common stock $ 0.07 $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) $ (0.06 )
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 March 31, 2022 and December 31, 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 March 31, 2022 and December 31, 2021.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit 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 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 condensed balance sheets is reconciled in the following table as of March 31, 2022 and December 31, 2021:​​​​​​​ 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
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 March 31, 2022, 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 March 31, 2022 and December 31, 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 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 2020-06 if-converted 2020-06 2020-06 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 condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 For the three months ended March 31, 2021 Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Class A common stock subject to redemption Non-redeemable Class A common stock Class B Common Stock Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 1,335,511 $ 51,918 $ 333,878 $ (776,028 ) $ (30,168 ) $ (298,677 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 12,359,551 480,478 4,756,944 Basic and diluted net income (loss) per common stock $ 0.07 $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) $ (0.06 )
Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheets	The Class A common stock reflected in the condensed balance sheets is reconciled in the following table as of March 31, 2022 and December 31, 2021: 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)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,034,244 $ 200,016,053 Liabilities: Private Warrants 2 $ 69,975 $ 155,500 Public Warrants 1 $ 1,800,000 $ 4,000,000

Organization and Plan of Busi_2

Organization and Plan of Business Operations - Additional Information (Detail) - USD ($)	Feb. 05, 2021	Mar. 31, 2022	Mar. 31, 2021
Sale of stock issue price per share	$ 10
Proceeds from initial public offering		$ 7,000,000
Proceeds from Issuance of private placement		0	$ 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	$ 0	$ 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 - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Unrecognised tax benefits		$ 0
Unrecognized tax benefits, income tax penalties and interest accrued		0
Fair value measurement, Warrants		(2,285,525)	$ 138,517
Cash that is insured with federal insurance		250,000
Cash equivalents		$ 0		$ 0
Temporary equity redemption price per share		$ 10
Cash Held Outside Of Trust Account		$ 1,026,203
Interest Income Available In Trust Account To Pay For Tax Obligations		34,000
Issuance of Class A common stock, net of stock issuance costs			7,544,342
Sponsor [Member] | Working capital loans [Member]
Debt face amount		500,000
Long-term debt, gross		1,500,000
Class A Common Stock [Member]
Fair value measurement, Warrants		6,097,325
Underwriting discounts and offering costs		$ 11,410,750
Temporary equity redemption price per share		$ 10		$ 10
Temporary equity shares outstanding		20,000,000		20,000,000
Issuance of Class A common stock, net of stock issuance costs			$ 78
Common Class B [Member] | Founder Shares [Member]
Issuance of Class A common stock, net of stock issuance costs	$ 25,000	$ 25,000
IPO [Member]
Transaction costs incurred for initial public offering		$ 11,400,000
IPO [Member] | Class A Common Stock [Member]
Temporary equity shares outstanding		20,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Allocation of net loss	$ 1,721,307	$ (1,104,873)
Common Stock [Member] | Class A common stock subject to redemption [Member]
Numerator:
Allocation of net loss	$ 1,335,511	$ (776,028)
Denominator:
Basic and diluted weighted average shares outstanding	20,000,000	12,359,551
Basic and diluted net loss per common stock	$ 0.07	$ (0.06)
Common Stock [Member] | Non-redeemable Class A common stock [Member]
Numerator:
Allocation of net loss	$ 51,918	$ (30,168)
Denominator:
Basic and diluted weighted average shares outstanding	777,500	480,478
Basic and diluted net loss per common stock	$ 0.07	$ (0.06)
Common Stock [Member] | Class B Common Stock [Member]
Numerator:
Allocation of net loss	$ 333,878	$ (298,677)
Denominator:
Basic and diluted weighted average shares outstanding	5,000,000	4,756,944
Basic and diluted net loss per common stock	$ 0.07	$ (0.06)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds	$ 7,000,000
Add: Accretion of carrying value to redemption value		$ 17,277,417
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds	200,000,000		$ 200,000,000
Less: Proceeds allocated to Public Warrants	(5,866,667)		(5,866,667)
Less: Class A common stock issuance costs	(11,410,750)		(11,410,750)
Add: Accretion of carrying value to redemption value	17,277,417		17,277,417
Class A common stock subject to possible redemption	$ 200,000,000		$ 200,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Feb. 05, 2021	Mar. 31, 2022	Mar. 31, 2021
Sale of stock issue price per share	$ 10
Class A Common Stock [Member]
Stock shares issued during the period shares			777,500
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		$ 0.27
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) - Private Placement [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Stock related warrants issued during the period shares	777,500
Class of warrant or right price per warrant | $ / shares	$ 10
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 ($)	Jan. 26, 2022	Feb. 05, 2021	Feb. 04, 2021	Feb. 02, 2021	Jun. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 11, 2021
Stock issued during period, value, new issues							$ 7,544,342
Amount drawdown						$ 0	37,470
Formation Costs And Other Operating Expenses [Member]
Related party transaction, expenses from transactions with related party						99,999	$ 66,666
Accounts Payable and Accrued Expenses [Member]
Due to related parties current						8,525
Office Space Secretarial and Administrative Services [Member]
Related party transaction, amounts of transaction								$ 33,333
Office Space Secretarial and Administrative Services [Member] | Accounts Payable Related party [Member]
Related party amount due to parties						0		33,333
Related party Consulting Agreement [Member]
Due to related parties current						121,342
Related party Consulting Agreement [Member] | Accounts Payable and Accrued Expenses [Member]
Due to related parties current						$ 129,867
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	$ 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			$ 5,000,000
Debt conversion price per share						$ 10
Amount drawdown	$ 1,500,000							$ 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	Mar. 31, 2022
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' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	Feb. 05, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
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%
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			777,500
Common stock shares issued		777,500		777,500
Common stock, shares, outstanding		777,500		777,500
Common stock shares subject to possible redemption		20,000,000		20,000,000
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
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		777,500
Common stock shares subject to possible redemption		20,000,000
IPO [Member] | Class B Common Stock [Member]
Common stock shares issued		5,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022$ / 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	$ 0.27
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) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Transfer of Warrants between levels	$ 0	$ 0
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member]
Outstanding fair value measurements	$ 0		$ 0
Public Warrants [Member]
Exercise price of warrants or rights	$ 0.27
Warrants and rights outstanding	$ 1,800,000,000,000
Private Warrants [Member]
Warrants and rights outstanding	$ 69,975,000,000

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) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets
Assets Held-in-trust, Noncurrent	$ 200,034,244	$ 200,016,053
Fair Value, Recurring [Member] | Level 1 [Member]
Assets
Assets Held-in-trust, Noncurrent	200,034,244	200,016,053
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities
Warrants	1,800,000	4,000,000
Fair Value, Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member]
Liabilities
Warrants	$ 69,975	$ 155,500