Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 $11.50 per share, subject to adjustment | |
Trading Symbol | GHACW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 702,723 | $ 371,678 |
Prepaid expenses | 281,821 | 683,197 |
Total current assets | 984,544 | 1,054,875 |
Investments held in Trust Account | 201,214,964 | 200,016,053 |
Total assets | 202,199,508 | 201,070,928 |
Current liabilities | ||
Accounts payable and accrued expenses | 273,269 | 1,277,271 |
Accounts payable – related party | 0 | 33,333 |
Convertible promissory note – related party | 2,500,000 | 0 |
Total current liabilities | 2,773,269 | 1,310,604 |
Warrant liabilities | 207,775 | 4,155,500 |
Deferred underwriting fee payable | 7,000,000 | 7,000,000 |
Total liabilities | 9,981,044 | 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 | (8,997,078) | (11,395,754) |
Total stockholders' (deficit) | (8,996,500) | (11,395,176) |
Total liabilities, Class A common stock subject to possible redemption, and stockholders' deficit | 202,199,508 | 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 redemption value of $10.06 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 201,214,964 | 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity redemption price per share | $ 10.06 | $ 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 | $ 10.06 | $ 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 | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses | $ 359,268 | $ 1,090,145 | $ 1,354,727 | $ 2,409,552 |
Loss from operations | (359,268) | (1,090,145) | (1,354,727) | (2,409,552) |
Other income: | ||||
Interest income on marketable securities held in Trust Account | 903,600 | 2,790 | 1,198,911 | 12,011 |
Change in fair value of warrant liabilities | 616,399 | 2,429,224 | 3,947,725 | 1,249,241 |
Other income, net | 1,519,999 | 2,432,014 | 5,146,636 | 1,261,252 |
Net income (loss) before income tax | 1,160,731 | 1,341,869 | 3,791,909 | (1,148,300) |
Income tax benefit (expense) | (178,269) | 0 | (178,269) | 0 |
Net income (loss) | $ 982,462 | $ 1,341,869 | $ 3,613,640 | $ (1,148,300) |
Class A Public Shares [Member] | ||||
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - Basic | 20,000,000 | 20,000,000 | 20,000,000 | 17,500,000 |
Weighted average number of common shares outstanding - Diluted | 20,000,000 | 20,000,000 | 20,000,000 | 17,500,000 |
Basic and diluted net income (loss) per share: | ||||
Basic net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
Diluted net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
Class A Private Shares [Member] | ||||
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - Basic | 777,500 | 777,500 | 777,500 | 680,313 |
Weighted average number of common shares outstanding - Diluted | 777,500 | 777,500 | 777,500 | 680,313 |
Basic and diluted net income (loss) per share: | ||||
Basic net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
Diluted net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
Common Class B [Member] | ||||
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding - Basic | 5,000,000 | 5,000,000 | 5,000,000 | 4,921,875 |
Weighted average number of common shares outstanding - Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 4,921,875 |
Basic and diluted net income (loss) per share: | ||||
Basic net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
Diluted net (loss) per share | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
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 | |||||
Net income (loss) | (1,104,873) | (1,104,873) | ||||
Accretion to Class A common stock redemption amount | (17,277,417) | (7,568,764) | (9,708,653) | |||
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 | ||||
Net income (loss) | (1,148,300) | $ (869,928) | $ (244,554) | |||
Ending balance at Sep. 30, 2021 | (10,867,324) | $ 78 | $ 500 | 0 | (10,867,902) | |
Ending balance, shares at Sep. 30, 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 | ||||
Beginning balance at Mar. 31, 2021 | (10,823,897) | $ 78 | $ 500 | 0 | (10,824,475) | |
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) | $ 78 | $ 500 | 0 | (12,209,771) | |
Ending balance, shares at Jun. 30, 2021 | 777,500 | 5,000,000 | ||||
Net income (loss) | 1,341,869 | $ 1,041,117 | $ 260,279 | 1,341,869 | ||
Ending balance at Sep. 30, 2021 | (10,867,324) | $ 78 | $ 500 | 0 | (10,867,902) | |
Ending balance, shares at Sep. 30, 2021 | 777,500 | 5,000,000 | ||||
Beginning balance at Dec. 31, 2021 | (11,395,176) | $ 78 | $ 500 | 0 | (11,395,754) | |
Beginning balance, shares at Dec. 31, 2021 | 777,500 | 5,000,000 | ||||
Net income (loss) | 1,721,307 | 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 | ||||
Beginning balance at Dec. 31, 2021 | (11,395,176) | $ 78 | $ 500 | 0 | (11,395,754) | |
Beginning balance, shares at Dec. 31, 2021 | 777,500 | 5,000,000 | ||||
Net income (loss) | 3,613,640 | $ 2,803,717 | $ 700,929 | |||
Accretion to Class A common stock redemption amount | $ (1,214,964) | |||||
Ending balance at Sep. 30, 2022 | (8,996,500) | $ 78 | $ 500 | 0 | (8,997,078) | |
Ending balance, shares at Sep. 30, 2022 | 777,500 | 5,000,000 | ||||
Beginning balance at Mar. 31, 2022 | (9,673,869) | $ 78 | $ 500 | 0 | (9,674,447) | |
Beginning balance, shares at Mar. 31, 2022 | 777,500 | 5,000,000 | ||||
Net income (loss) | 909,871 | 909,871 | ||||
Ending balance at Jun. 30, 2022 | (8,763,998) | $ 78 | $ 500 | 0 | (8,764,576) | |
Ending balance, shares at Jun. 30, 2022 | 777,500 | 5,000,000 | ||||
Net income (loss) | 982,462 | $ 762,263 | $ 190,566 | 982,462 | ||
Accretion of Class A Shares to Redemption Value | (1,214,964) | (1,214,964) | ||||
Ending balance at Sep. 30, 2022 | $ (8,996,500) | $ 78 | $ 500 | $ 0 | $ (8,997,078) | |
Ending balance, shares at Sep. 30, 2022 | 777,500 | 5,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flow from operating activities: | |||||||
Net income (loss) | $ 982,462 | $ 1,721,307 | $ 1,341,869 | $ (1,104,873) | $ 3,613,640 | $ (1,148,300) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Interest income earned on marketable securities held in Trust Account | (1,198,911) | (12,011) | |||||
Change in fair value of warrant liabilities | (616,399) | (2,429,224) | (3,947,725) | (1,249,241) | |||
Transaction costs allocable to warrant liabilities | 0 | 344,981 | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 401,376 | (740,237) | |||||
Accounts payable and accrued expenses | (1,004,003) | 584,845 | |||||
Accounts payable – related party | (33,332) | 0 | |||||
Net cash used in operating activities | (2,168,955) | (2,219,963) | |||||
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 | 2,500,000 | 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 | 2,500,000 | 203,019,269 | |||||
Net change in cash | 331,045 | 799,306 | |||||
Cash at the beginning of the period | $ 371,678 | $ 25,000 | 371,678 | 25,000 | $ 25,000 | ||
Cash at the end of the period | $ 702,723 | $ 824,306 | 702,723 | 824,306 | $ 371,678 | ||
Supplemental disclosure of non-cash activities: | |||||||
Deferred underwriting fees payable | 7,000,000 | 7,000,000 | |||||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | $ 0 | $ (6,097,325) |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 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 September 30, 2022, the Company had not commenced any operations. All activity through September 30, 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 (at redemption value of $10.06 and Share as of September 30, 2022 and December 31, 2021, respectively), 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. On November 14 If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination Pursuant to the amended and restated certificate, a Public Stockholder shall be provided |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 Liquidity, Capital Resources, and Going Concern As of September 30, 2022 and December 31, 2021, the Company had $702,723 and $371,678 in cash outside of the Trust Account, respectively and $1,198,911 of interest income available in the Trust Account to pay for tax obligations as of September 30, 2022. In addition, as of September 30, 2022 and December 31, 2021, we had marketable securities held in the Trust Account of $201,214,964 (including $1,214,964 of interest income) and $200,016,053 (including $12,011 of interest income), respectively, consisting of investments in qualifying money market funds that invest solely in U.S. treasury securities. 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 September 30, 2022 and December 31, 2021, there was $2,500,000 and $0 outstanding under the Working Capital Loan, respectively. 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 accompanying unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. 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 For the three 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 per common stock Numerator: Allocation of net income $ 762,263 $ 29,633 $ 190,566 $ 1,041,117 $ 40,473 $ 260,279 Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 20,000,000 777,500 5,000,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.04 $ 0.05 $ 0.05 $ 0.05 For the nine For the nine 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) $ 2,803,717 $ 108,994 $ 700,929 $ (869,928 ) $ (33,818 ) $ (244,554 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 16,243,094 631,450 4,882,597 Basic and diluted net income (loss) per common stock $ 0.14 $ 0.14 $ 0.14 $ (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, 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 September 30, 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 $10.06 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 condensed balance sheets is reconciled in the following table as of September 30, 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, December 31, 2021 $ 200,000,000 Add: Accretion of carrying value to redemption value 1,214,964 Class A common stock subject to possible redemption, September 30, 2022 $ 201,214,964 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, 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. 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 2020-06 if-converted 2020-06 2020-06 The Company’s management does not believe that there are any other 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 Private Units at a price of $ per Private Unit (including 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 | 9 Months Ended |
Sep. 30, 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 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 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 Interactive 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 expensed $99,999 and $299,997 of fees for $99,999 and of fees for of these fees as of each of September 30, 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 September 30, 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. For the three and nine months ended September 30, 2022, the Company had incurred $0 and $8,525, respectively, in fees under the Consulting Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A and Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted Pursuant to and concurrently with the Initial Public Offering, the Company sold 20,000,000 Public Units and 777,500 Private Units. At September 30, 2022 and December 31, 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 • 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 201,214,964 $ 200,016,053 Liabilities: Private Warrants 2 $ 7,775 $ 155,500 Public Warrants 2 $ 200,000 $ 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 September 30, 2022, the Private Warrants and Public Warrants were determined to be $0.03 per warrant for aggregate values of $7,775 and $200,000 respectively. There were no Level 3 measurements as of September 30, 2022 or December 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 measurement a Level 1 fair value measurement as of April 1, 2021, and from a Level 1 measurement to a Level 2 fair value measurement as of September 30, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 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 unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. On November 14 If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will immediately after the Special Meeting, cease all operations, except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter, redeem all Public Shares (the “Mandatory Redemption”). As promptly as reasonably possible following such Mandatory Redemption, and subject to the approval of the Company’s then remaining stockholders and the Board, in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and the requirements of other applicable law. Pursuant to the amended and restated certificate, a Public Stockholder shall be provided with the opportunity to redeem their Public Shares for cash if the Charter Amendment Proposal is approved. Notwithstanding the foregoing, if the Charter Amendment Proposal is approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date. Therefore, no action is required by our Public Stockholders to redeem their Public Shares. If the Proposals are approved, the Public Shares will be automatically redeemed as part of the Mandatory Redemption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 |
Liquidity, Capital Resources and Going Concern | Liquidity, Capital Resources, and Going Concern As of September 30, 2022 and December 31, 2021, the Company had $702,723 and $371,678 in cash outside of the Trust Account, respectively and $1,198,911 of interest income available in the Trust Account to pay for tax obligations as of September 30, 2022. In addition, as of September 30, 2022 and December 31, 2021, we had marketable securities held in the Trust Account of $201,214,964 (including $1,214,964 of interest income) and $200,016,053 (including $12,011 of interest income), respectively, consisting of investments in qualifying money market funds that invest solely in U.S. treasury securities. 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 September 30, 2022 and December 31, 2021, there was $2,500,000 and $0 outstanding under the Working Capital Loan, respectively. 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 accompanying unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
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 For the three 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 per common stock Numerator: Allocation of net income $ 762,263 $ 29,633 $ 190,566 $ 1,041,117 $ 40,473 $ 260,279 Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 20,000,000 777,500 5,000,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.04 $ 0.05 $ 0.05 $ 0.05 For the nine For the nine 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) $ 2,803,717 $ 108,994 $ 700,929 $ (869,928 ) $ (33,818 ) $ (244,554 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 16,243,094 631,450 4,882,597 Basic and diluted net income (loss) per common stock $ 0.14 $ 0.14 $ 0.14 $ (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, 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 September 30, 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 $10.06 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 condensed balance sheets is reconciled in the following table as of September 30, 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, December 31, 2021 $ 200,000,000 Add: Accretion of carrying value to redemption value 1,214,964 Class A common stock subject to possible redemption, September 30, 2022 $ 201,214,964 |
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, 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. |
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 2020-06 if-converted 2020-06 2020-06 The Company’s management does not believe that there are any other 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) | 9 Months Ended |
Sep. 30, 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 For the three 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 per common stock Numerator: Allocation of net income $ 762,263 $ 29,633 $ 190,566 $ 1,041,117 $ 40,473 $ 260,279 Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 20,000,000 777,500 5,000,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.04 $ 0.05 $ 0.05 $ 0.05 For the nine For the nine 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) $ 2,803,717 $ 108,994 $ 700,929 $ (869,928 ) $ (33,818 ) $ (244,554 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 777,500 5,000,000 16,243,094 631,450 4,882,597 Basic and diluted net income (loss) per common stock $ 0.14 $ 0.14 $ 0.14 $ (0.05 ) $ (0.05 ) $ (0.05 ) |
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 September 30, 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, December 31, 2021 $ 200,000,000 Add: Accretion of carrying value to redemption value 1,214,964 Class A common stock subject to possible redemption, September 30, 2022 $ 201,214,964 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 201,214,964 $ 200,016,053 Liabilities: Private Warrants 2 $ 7,775 $ 155,500 Public Warrants 2 $ 200,000 $ 4,000,000 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 14, 2022 | Feb. 05, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 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% | |||||
Temporary equity redemption price per share | $ 10.06 | $ 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% | |||||
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% | |||||
Percent of outstanding voting securities of the target owns or acquires | 50% | |||||
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 | |||||
Common Class A [Member] | ||||||
Stock shares issued during the period shares | 777,500 | |||||
Proceeds from initial public offering | $ 200,000,000 | |||||
Temporary equity redemption price per share | $ 10.06 | $ 10 | ||||
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 | ||||
IPO [Member] | Subsequent Event [Member] | ||||||
Minimum net tangible assets for business combination | $ 5,000,001 | |||||
Investment income, interest | $ 100,000 | |||||
IPO [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||||
Stock Redeemed or Called During Period, Shares | 20,000,000 | |||||
Shares Issued, Price Per Share | $ 0.0001 | |||||
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 | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Unrecognised tax benefits | $ 0 | $ 0 | $ 0 | |||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | 0 | |||||
Fair value measurement, Warrants | (616,399) | $ (2,429,224) | (3,947,725) | $ (1,249,241) | ||||
Cash that is insured with federal insurance | 250,000 | 250,000 | 250,000 | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Temporary equity redemption price per share | $ 10.06 | $ 10.06 | $ 10.06 | $ 10 | ||||
Cash Held Outside Of Trust Account | $ 702,723 | $ 702,723 | $ 702,723 | $ 371,678 | ||||
Interest Income Available In Trust Account To Pay For Tax Obligations | 1,198,911 | |||||||
Issuance of Class A common stock, net of stock issuance costs | $ 7,544,342 | |||||||
Percentage of Fair Market Value of Shares Repurchased | 1% | |||||||
Money Market Funds [Member] | ||||||||
Assets held-in-trust | $ 201,214,964 | 201,214,964 | 201,214,964 | 200,016,053 | ||||
Investment income, interest | 1,214,964 | 12,011 | ||||||
After Thirty First December Two Thousand And Twenty Two [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member] | ||||||||
Excise tax as a percentage of certain share repurchases net at market value | 1% | |||||||
Sponsor [Member] | Working capital loans [Member] | ||||||||
Debt face amount | $ 500,000 | 500,000 | 500,000 | |||||
Long-term debt, gross | $ 2,500,000 | $ 2,500,000 | 2,500,000 | $ 0 | ||||
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 | $ 10.06 | $ 10.06 | $ 10.06 | $ 10 | ||||
Temporary equity shares outstanding | 20,000,000 | 20,000,000 | 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 | 20,000,000 | 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 | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Allocation of net income (loss) | $ 982,462 | $ 909,871 | $ 1,721,307 | $ 1,341,869 | $ (1,385,296) | $ (1,104,873) | $ 3,613,640 | $ (1,148,300) |
Class B Common Stock [Member] | ||||||||
Denominator: | ||||||||
Weighted average number of common shares outstanding - Basic | 5,000,000 | 5,000,000 | 5,000,000 | 4,921,875 | ||||
Weighted average number of common shares outstanding - Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 4,921,875 | ||||
Basic net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Diluted net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Common Stock [Member] | Class A common stock subject to redemption [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 762,263 | $ 1,041,117 | $ 2,803,717 | $ (869,928) | ||||
Denominator: | ||||||||
Weighted average number of common shares outstanding - Basic | 20,000,000 | 20,000,000 | 20,000,000 | 16,243,094 | ||||
Weighted average number of common shares outstanding - Diluted | 20,000,000 | 20,000,000 | 20,000,000 | 16,243,094 | ||||
Basic net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Diluted net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Common Stock [Member] | Non-redeemable Class A common stock [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 29,633 | $ 40,473 | $ 108,994 | $ (33,818) | ||||
Denominator: | ||||||||
Weighted average number of common shares outstanding - Basic | 777,500 | 777,500 | 777,500 | 631,450 | ||||
Weighted average number of common shares outstanding - Diluted | 777,500 | 777,500 | 777,500 | 631,450 | ||||
Basic net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Diluted net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Common Stock [Member] | Class B Common Stock [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 190,566 | $ 260,279 | $ 700,929 | $ (244,554) | ||||
Denominator: | ||||||||
Weighted average number of common shares outstanding - Basic | 5,000,000 | 5,000,000 | 5,000,000 | 4,882,597 | ||||
Weighted average number of common shares outstanding - Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 4,882,597 | ||||
Basic net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) | ||||
Diluted net (loss) per common stock | $ 0.04 | $ 0.05 | $ 0.14 | $ (0.05) |
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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2022 | 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 | ||
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 | 1,214,964 | 17,277,417 | |
Class A common stock subject to possible redemption | $ 201,214,964 | $ 200,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | |
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 | $ 0.03 | ||
Public Warrants [Member] | Class A Common Stock [Member] | |||
Number of shares entitlement per warrant | 1 | ||
Exercise price of warrants or rights | $ 11.5 | ||
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] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
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 ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 26, 2022 | Jan. 26, 2022 | Feb. 05, 2021 | Feb. 04, 2021 | Feb. 02, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 11, 2021 | |
Stock issued during period, value, new issues | $ 7,544,342 | ||||||||||||
Amount drawdown | $ 0 | $ 37,470 | |||||||||||
Proceeds from convertible debt | 2,500,000 | 0 | |||||||||||
Formation Costs And Other Operating Expenses [Member] | |||||||||||||
Related party transaction, expenses from transactions with related party | $ 99,999 | $ 99,999 | 299,997 | $ 266,664 | |||||||||
Working Capital Loans [Member] | |||||||||||||
Proceeds from convertible debt | $ 1,500,000 | ||||||||||||
Office Space Secretarial and Administrative Services [Member] | |||||||||||||
Related party transaction, amounts of transaction | $ 33,333 | ||||||||||||
Office Space Secretarial and Administrative Services [Member] | Accounts Payable and Accrued Expenses [Member] | |||||||||||||
Related party amount due to parties | 366,663 | ||||||||||||
Office Space Secretarial and Administrative Services [Member] | Accounts Payable Related party [Member] | |||||||||||||
Related party amount due to parties | 0 | 0 | |||||||||||
Related party Consulting Agreement [Member] | |||||||||||||
Related party transaction, amounts of transaction | $ 0 | $ 8,525 | |||||||||||
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 | $ 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 | $ 1,500,000 | $ 5,000,000 | ||||||||||
Debt conversion price per share | $ 10 | $ 10 | |||||||||||
Amount drawdown | $ 0 | ||||||||||||
Proceeds from convertible debt | $ 1,000,000 | ||||||||||||
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 ($) | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2022 | |
Under writing discount percentage | 2% | |
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 | 3 Months Ended | 9 Months Ended | |||
Feb. 05, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock shares issued | 0 | 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% | ||||
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 | ||||
Percentage of common stock outstanding upon completion of initial public offering on converted basis | 20% | ||||
Stock issued during period, shares, new issues | 777,500 | ||||
Common stock shares issued | 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 | 777,500 | |||
Common stock, shares, outstanding | 777,500 | 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) | 9 Months Ended |
Sep. 30, 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% |
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% |
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | Common Class A [Member] | |
Exercise price of warrants or rights | $ 9.2 |
Share redemption trigger price | $ 9.2 |
Minimum gross proceeds required from issuance of equity | 60% |
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% |
Public Warrants [Member] | |
Exercise price of warrants or rights | $ 0.03 |
Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 12 months |
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days |
Warrants and rights outstanding, term | 5 years |
Warrants issued price per shares | $ 0.1 |
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 | $ 11.5 |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member] | ||
Outstanding fair value measurements | $ 0 | $ 0 |
Public Warrants [Member] | ||
Exercise price of warrants or rights | $ 0.03 | |
Warrants and rights outstanding | $ 200,000,000,000 | |
Private Warrants [Member] | ||
Warrants and rights outstanding | $ 7,775,000,000 |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Assets Held-in-trust, Noncurrent | $ 201,214,964 | $ 200,016,053 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Assets Held-in-trust, Noncurrent | 201,214,964 | 200,016,053 |
Fair Value, Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 7,775 | 155,500 |
Fair Value, Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | $ 200,000 | $ 4,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 14, 2022 | Sep. 30, 2022 |
Subsequent Event [Line Items] | ||
Minimum net tangible assets for business combination | $ 5,000,001 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Threshold date one for consummation of business combination | Feb. 05, 2023 | |
Subsequent Event [Member] | IPO [Member] | ||
Subsequent Event [Line Items] | ||
Minimum net tangible assets for business combination | $ 5,000,001 | |
Investment income, interest | $ 100,000 | |
Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | ||
Subsequent Event [Line Items] | ||
Stock Redeemed or Called During Period, Shares | 20,000,000 | |
Shares Issued, Price Per Share | $ 0.0001 |