Gaming & Hospitality Acquisition (GHAC) 8-K/A24 Feb 22Index to Financial StatementFinancial data

Company Profile

Cover Page

Cover Page	Feb. 11, 2021
Document Information [Line Items]
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	Feb. 11, 2021
Entity Registrant Name	Gaming & Hospitality Acquisition Corp.
Entity Central Index Key	0001806156
Entity Incorporation, State or Country Code	DE
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
Amendment Description	Gaming & Hospitality Acquisition Corp. (the “Company”) is filing this Amendment No. 1 on Form 8-K (the “Amendment”) to amend and restate the Company’s audited balance sheet as of February 5, 2021 (the “Audited Balance Sheet”) included in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Original 8-K”). The Audited Balance Sheet is being restated to reflect the classification of all of the Company’s Class A common stock subject to possible redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) as temporary equity in accordance with Accounting Standards Codification (ASC) 480-10-S99. Upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company re-evaluated the conclusion and determined that the Class A common stock included certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, the Company corrected the error by revising all Class A common stock subject to possible redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company initially determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. However, upon further consideration of the material nature of the changes, the Company determined the change in classification of the Class A common stock subject to possible redemption and change to its presentation of earnings per share is quantitatively material and the Company should restate its previously issued financial statements. On February 24, 2022, the Company and the audit committee of the Company’s board of directors, after discussion with Company management, concluded that the Audited Balance Sheet filed as Exhibit 99.1 to the Original 8-K should be restated to report all Class A common stock as temporary equity and should no longer be relied upon. As such, the Company is restating the Audited Balance Sheet filed as Exhibit 99.1 to the Original 8-K in this Amendment. The restatement does not have any impact on the Company’s cash position and cash held in the trust account established in connection with the IPO. The Company has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting for accounting for complex financial instruments during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in a future filing with the SEC. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock
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
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	GHACW
Security Exchange Name	NASDAQ

Balance Sheet

Balance Sheet	Feb. 05, 2021USD ($)
ASSETS
Cash	$ 3,095,790
Prepaid expenses	38,100
Total current assets	3,133,890
Cash held in Trust Account	200,000,000
Total assets	203,133,890
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accrued expenses	403,864
Advances from Sponsor	71,706
Total current liabilities	475,570
Warrant liabilities	6,097,325
Deferred underwriting fee payable	7,000,000
Total liabilities	13,572,895
Commitments and contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid in capital
Accumulated deficit	(10,439,583)
Total stockholders' deficit	(10,439,005)
Total liabilities and stockholders' deficit	203,133,890
Common Class A [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at redemption value of $10.00 per share	200,000,000
Stockholders' Deficit
Common stock	78
Common Class B [Member]
Stockholders' Deficit
Common stock	$ 500

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Feb. 05, 2021$ / sharesshares
Temporary equity par or stated value per share \| $ / shares	$ 0.0001
Temporary equity redemption price per share \| $ / shares	10
Preferred stock par or stated value per share \| $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Common Class A [Member]
Temporary equity shares issued	20,000,000
Temporary equity shares outstanding	20,000,000
Temporary equity redemption price per share \| $ / shares	$ 10
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	100,000,000
Common stock shares issued	777,500
Common stock, shares, outstanding	777,500
Common Class B [Member]
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	5,000,000
Common stock, shares, outstanding	5,000,000

Description of Organization and

Description of Organization and Plan of Business Operations	Feb. 05, 2021
Accounting Policies [Abstract]
Description of Organization and Plan of Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND 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, and full voting control of the Sponsor is held by entities managed by affiliates of Z Capital Partners, L.L.C. Concurrently with the Business Combination, the Company currently intends to merge with Affinity Gaming. The Company cannot provide any assurance that such a merger with Affinity Gaming will occur at all, or, if it does, it cannot provide any assurance as to the timing or terms thereof. However, the Company will not complete a Business Combination with only Affinity Gaming. As of February 5, 2021, the Company had not commenced any operations. All activity for the period from Inception through February 5, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021 (the “Effective Date”). 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 4. 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 $11.8 million, consisting of $4,000,000 in cash underwriting fees, $7,000,000 of deferred underwriting fees and $0.8 million of other offering costs. In addition, as of February 5, 2021, cash of $3,095,790 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. 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 net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. As required by Nasdaq rules, the Business Combination will be approved by a majority of the Company’s independent directors. Nasdaq rules also require that the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest income earned on the Trust Account). The Company anticipates structuring the Business Combination in such a way so that the post-Business Combination company in which the Company’s Public Stockholders (as defined below) own shares will own or acquire 100% of the equity interests or assets of the target business. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination at a per-share per-share The opportunity to redeem all or a portion of Public Shares will be provided either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or Nasdaq listing requirements. In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and does not conduct redemptions pursuant to the tender offer rules, the amended and restated certificate of incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company will have 24 months to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination with the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share 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

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement	Feb. 05, 2021
Prior Period Adjustment [Abstract]
Restatement of Previously Issued Financial Statement	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT Management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. In accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, . Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in deficit Additionally, the Company reevaluated the accounting treatment of (i) the 6,666,667 Public Warrants that were included in the units issued by the Company in its Initial Public Offering and (ii) the 259,167 Private Warrants that were issued to the Sponsor fixed-for-fixed 815-40-15, In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Public Units. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its loss per share calculation to allocate income and losses shared pro rata between the three classes of shares. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding Warrants as liabilities. The previously presented Audited Balance Sheet included in the Original 8-K and should no longer be relied upon. There has been no change in the Company’s total assets, liabilities, operating results, or cash position. The impact of the restatement on the Company’s financial statements is reflected in the following table: Balance Sheet as of February 5, 2021 As Previously Reported Adjustment As Restated Warrant liabilities $ — $ 6,097,325 $ 6,097,325 Total liabilities $ 7,475,570 $ 6,097,325 $ 13,572,895 Class A common stock subject to possible redemption $ 190,658,310 $ 9,341,690 $ 200,000,000 Class A common stock $ 171 $ (93 ) $ 78 Additional paid-in $ 5,385,288 $ (5,385,288 ) $ — Accumulated deficit $ (385,949 ) $ (10,053,634 ) $ (10,439,583 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (15,439,015 ) $ (10,439,005 ) Total liabilities and stockholders’ equity (deficit) $ 203,133,890 $ — $ 203,133,890 Number of shares subject to redemption 19,065,831 934,169 20,000,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	Feb. 05, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement 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 statement. 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 statement, 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. Cash Held in Trust Account At February 5, 2021, the assets held in the Trust Account were held in cash. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and 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’ equity section of the Company’s condensed balance sheets. The Company determined the common stock subject to possible redemption to be equal to the redemption value of approximately $10.00 per share of Class A common stock. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. The Class A common stock reflected in the balance sheet is reconciled in the following table as of February 5, 2021: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption $ 200,000,000 Offering Costs Offering costs consist principally of underwriting, legal, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs of approximately $11.4 million were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company evaluated the Warrants (Note 4, Note 5, Note 9 and Note 10) in accordance with ASC 815 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC Topic 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed statement of operations in the period of change. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred income taxes were deemed to be de minimis as of February 5, 2021. 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 depository insurance coverage 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 10 for additional information on assets and liabilities measured at fair value. Recently Issued Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	Feb. 05, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Public Units at $10.00 per Public Unit (which includes the exercise by the underwriter of its over-allotment option of 2,500,000 units). Each Public Unit consists of one Public Share and one-third

Private Placement Units

Private Placement Units	Feb. 05, 2021
Equity [Abstract]
Private Placement Units	NOTE 5. PRIVATE PLACEMENT UNITS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 777,500 Private Units at a price of $10.00 per Private Unit (including 50,000 Private Units purchased in connection with the exercise of the underwriter’s over-allotment option). Each Private Unit is identical to the Public Units sold in the Initial Public Offering, except as described in Note 7. A portion of the proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares or the Private Shares, and the Private Warrants will expire worthless if the Company does not consummate a Business Combination within 24 months.

Related party transactions

Related party transactions	Feb. 05, 2021
Related Party Transactions [Abstract]
Related party transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In June 2020, the Sponsor purchased 4,312,500 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On February 2, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate of 5,000,000 Founder Shares. As a result of the underwriter’s election to fully exercise their over-allotment option, a total of 625,000 of Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Director Compensation On February 5, 2021, the Sponsor agreed to transfer an aggregate of 37,500 Founder Shares to the Company’s non-executive one-time and Administrative Support Agreement The Company entered into an agreement dated as of February 2, 2021, pursuant to which the Company will pay the 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 the Sponsor 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. Advances from Sponsor On February 2, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into Private Units at a price of $10.00 per Private Unit. To date, the Company had no outstanding borrowings under Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	Feb. 05, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 Registration Rights The holders of the Founder Shares, Private Units and units that may be issued upon conversion of working capital loans have registration rights pursuant to a registration rights agreement entered into on February 2, 2021 requiring the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreements The underwriter is entitled to a deferred fee of $0.35 per Public Unit, or $7,000,000 in the aggregate. The deferred commissions will be held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	Feb. 05, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS’ EQUITY The Company is authorized to issue the following shares of capital stock, each with a par value of $0.0001 per share: Class A Common Stock: 100,000,000 shares Class B Common Stock: 10,000,000 shares Preferred Stock: 1,000,000 shares Preferred Stock Shares of preferred stock may be issued from time to time in one or more series, with voting and other rights and preferences determined by the Company’s board of directors. At February 5, 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 February 5, 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 3), and 5,000,000 shares of Class B common stock issued and outstanding. Founder Shares and Private Shares Holders of Founder Shares and Private Shares have the same stockholder rights as Public Stockholders except that: • Founder Shares and Private Shares are subject to certain transfer restrictions, as described in more detail below • The Initial Stockholders have agreed to • waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination; • waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and • waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares if the Company fails to complete the initial Business Combination during the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold • Founder Shares are shares of Class B common stock that will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments • 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	Feb. 05, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrant Liabilities	NOTE 9. 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 cashless basis, they would pay the exercise price by surrendering their Private Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Private Warrants, multiplied by the difference between the exercise price of the Private Warrants and the “fair market value” by (y) the fair market value. 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	Feb. 05, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. 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 on February 5, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level February 5, Assets: Marketable securities held in Trust Account 1 $ 200,000,000 Liabilities: Private Warrants 3 $ 230,658 Public Warrants 3 $ 5,866,667 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 Initial Measurement The Company established the initial fair value for the Warrants on the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third one-third The key inputs into the Monte Carlo simulation model for the Private Warrants and Public Warrants were as follows at initial measurement: Input As of Risk-free interest rate 0.66 % Expected term (years) 5.00 Expected volatility 15 % Exercise price $ 11.50 Fair value of Class A common stock $ 9.71 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected term was determined to be five years, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date and expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of one Class A common, represents the closing price on the measurement date as observed from the ticker GHAC. Prior to trading, the fair value is inferred by solving to the publicly-traded stock price. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Warrants across the valuation dates utilized in the Monte Carlo simulation model. Therefore, the resulting valuations for the two classes of Warrants were determined to be within $0.01. On February 5, 2021, the Private Warrants and Public Warrants were determined to be $0.89 and $0.88 per warrant for aggregate values of $0.2 million and $5.9 million, respectively.

Subsequent Events

Subsequent Events	Feb. 05, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Other than the restatement discussed in Note 2, which also impacted the presentation of Notes 9 and 10, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	Feb. 05, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statement is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement 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 statement. 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 statement, 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.
Cash Held in Trust Account	Cash Held in Trust Account At February 5, 2021, the assets held in the Trust Account were held in cash.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and 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’ equity section of the Company’s condensed balance sheets. The Company determined the common stock subject to possible redemption to be equal to the redemption value of approximately $10.00 per share of Class A common stock. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. The Class A common stock reflected in the balance sheet is reconciled in the following table as of February 5, 2021: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption $ 200,000,000
Offering Costs	Offering Costs Offering costs consist principally of underwriting, legal, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs of approximately $11.4 million were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company evaluated the Warrants (Note 4, Note 5, Note 9 and Note 10) in accordance with ASC 815 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC Topic 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed statement of operations in the period of change.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred income taxes were deemed to be de minimis as of February 5, 2021.
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 depository insurance coverage 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 10 for additional information on assets and liabilities measured at fair value.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statement (Tables)	Feb. 05, 2021
Prior Period Adjustment [Abstract]
Summary of Restatement of Previously Issued Financial Statement	The impact of the restatement on the Company’s financial statements is reflected in the following table: Balance Sheet as of February 5, 2021 As Previously Reported Adjustment As Restated Warrant liabilities $ — $ 6,097,325 $ 6,097,325 Total liabilities $ 7,475,570 $ 6,097,325 $ 13,572,895 Class A common stock subject to possible redemption $ 190,658,310 $ 9,341,690 $ 200,000,000 Class A common stock $ 171 $ (93 ) $ 78 Additional paid-in $ 5,385,288 $ (5,385,288 ) $ — Accumulated deficit $ (385,949 ) $ (10,053,634 ) $ (10,439,583 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (15,439,015 ) $ (10,439,005 ) Total liabilities and stockholders’ equity (deficit) $ 203,133,890 $ — $ 203,133,890 Number of shares subject to redemption 19,065,831 934,169 20,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	Feb. 05, 2021
Accounting Policies [Abstract]
Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheet	The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. The Class A common stock reflected in the balance sheet is reconciled in the following table as of February 5, 2021: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,866,667 ) Less: Class A common stock issuance costs (11,410,750 ) Add: Accretion of carrying value to redemption value 17,277,417 Class A common stock subject to possible redemption $ 200,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	Feb. 05, 2021
Fair Value Disclosures [Abstract]
Summary of the company's financial assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis on February 5, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level February 5, Assets: Marketable securities held in Trust Account 1 $ 200,000,000 Liabilities: Private Warrants 3 $ 230,658 Public Warrants 3 $ 5,866,667
Summary of the significant inputs to the monte carlo simulation for the fair value of the Private Warrants and Public Warrants	The key inputs into the Monte Carlo simulation model for the Private Warrants and Public Warrants were as follows at initial measurement: Input As of Risk-free interest rate 0.66 % Expected term (years) 5.00 Expected volatility 15 % Exercise price $ 11.50 Fair value of Class A common stock $ 9.71

Description of Organization a_2

Description of Organization and Plan of Business Operations - Additional Information (Detail)	Feb. 05, 2021USD ($)$ / sharesshares
Sale of stock issue price per share \| $ / shares	$ 10
Proceeds from initial public offering	$ 7,000,000
Transaction costs	11.8
Underwriting fee	4,000,000
Deferred underwriting fee payable	7,000,000
Other offering costs	0.8
Assets held-in-trust	3,095,790
Payment made towards restricted investments	$ 200,000,000
Equity method investment ownership percentage	100.00%
Temporary equity redemption price per share \| $ / shares	$ 10
Interest to pay dissolution expenses	$ 100,000
Minimum net tangible assets for business combination	$ 5,000,001
Percentage of the public shareholding eligible for transfer without restrictions	15.00%
Estimated expenses payable on dissolution	$ 100,000
Minimum [Member]
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount	80.00%
Percent of outstanding voting securities of the target owns or acquires	50.00%
Per share amount to be maintained in the trust account \| $ / shares	$ 10
Maximum [Member]
Per share amount to be maintained in the trust account \| $ / shares	$ 10
IPO [Member]
Stock shares issued during the period shares \| shares	20,000,000
Sale of stock issue price per share \| $ / shares	$ 10
Proceeds from initial public offering	$ 200,000,000
Over-Allotment Option [Member]
Stock shares issued during the period shares \| shares	2,500,000
Private Placement [Member]
Stock shares issued during the period shares \| shares	777,500
Sale of stock issue price per share \| $ / shares	$ 10
Proceeds from Issuance of private placement	$ 7,775,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statement - Summary of Restatement of Previously Issued Financial Statement (Detail)	Feb. 05, 2021USD ($)shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liabilities	$ 6,097,325
Total liabilities	13,572,895
Additional paid in capital
Accumulated deficit	(10,439,583)
Total stockholders' equity (deficit)	(10,439,005)
Total liabilities and stockholders' equity (deficit)	203,133,890
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total liabilities	7,475,570
Additional paid in capital	5,385,288
Accumulated deficit	(385,949)
Total stockholders' equity (deficit)	5,000,010
Total liabilities and stockholders' equity (deficit)	203,133,890
Revision of Prior Period, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liabilities	6,097,325
Total liabilities	6,097,325
Additional paid in capital	(5,385,288)
Accumulated deficit	(10,053,634)
Total stockholders' equity (deficit)	(15,439,015)
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liabilities	6,097,325
Total liabilities	13,572,895
Accumulated deficit	(10,439,583)
Total stockholders' equity (deficit)	(10,439,005)
Total liabilities and stockholders' equity (deficit)	203,133,890
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	200,000,000
Class A common stock	$ 78
Number of shares subject to redemption \| shares	20,000,000
Common Class A [Member] \| Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 190,658,310
Class A common stock	$ 171
Number of shares subject to redemption \| shares	19,065,831
Common Class A [Member] \| Revision of Prior Period, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 9,341,690
Class A common stock	$ (93)
Number of shares subject to redemption \| shares	934,169
Common Class A [Member] \| As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 200,000,000
Class A common stock	$ 78
Number of shares subject to redemption \| shares	20,000,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statement - Additional Information (Detail)	Feb. 05, 2021USD ($)$ / sharesshares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity redemption price per share \| $ / shares	$ 10
Minimum net tangible assets for business combination \| $	$ 5,000,001
Minimum common stock ownership for accepting tender offer	50.00%
Public Warrants [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class of warrant or right, outstanding \| shares	6,666,667
Private Warrants [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class of warrant or right, outstanding \| shares	259,167
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity redemption price per share \| $ / shares	$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail)	Feb. 05, 2021USD ($)$ / shares
Unrecognised tax benefits	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued	0
Cash that is insured with federal insurance	$ 250,000
Temporary equity redemption price per share \| $ / shares	$ 10
IPO [Member]
Transaction costs incurred for initial public offering	$ 11,400,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary Of Reconciliation Of Class A Common Stock Reflected in The Balance Sheet (Details)	Feb. 05, 2021USD ($)
Temporary Equity [Line Items]
Gross proceeds	$ 7,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds	200,000,000
Less: Proceeds allocated to Public Warrants	(5,866,667)
Less: Class A common stock issuance costs	(11,410,750)
Add: Accretion of carrying value to redemption value	17,277,417
Class A common stock subject to possible redemption	$ 200,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail)	Feb. 05, 2021$ / sharesshares
Sale of stock issue price per share \| $ / shares	$ 10
IPO [Member]
Stock shares issued during the period shares \| shares	20,000,000
Sale of stock issue price per share \| $ / shares	$ 10
Over-Allotment Option [Member]
Stock shares issued during the period shares \| 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 \| $ / shares	$ 0.88
Public Warrants [Member] \| Class A Common Stock [Member]
Number of shares entitlement per warrant \| shares	1
Exercise price of warrants or rights \| $ / shares	$ 11.50
Public Warrants [Member] \| IPO [Member]
Stock shares issued during the period shares \| shares	20,000,000
Sale of stock issue price per share \| $ / shares	$ 10
Public Warrants [Member] \| Over-Allotment Option [Member]
Stock shares issued during the period shares \| shares	2,500,000

Private Placement Units - Addit

Private Placement Units - Additional Information (Detail)	Feb. 05, 2021$ / sharesshares
Number of days for a particular event to get over for determining trading period	24 months
Private Placement [Member]
Stock related warrants issued during the period shares	777,500
Class of warrant or right price per warrant \| $ / shares	$ 10
Private Placement [Member] \| Over-Allotment Option [Member]
Stock related warrants issued during the period shares	50,000

Related party transactions - Ad

Related party transactions - Additional Information (Detail) - USD ($)	Feb. 05, 2021	Feb. 02, 2021	Sep. 30, 2021
Office Space Secretarial and Administrative Services [Member]
Related party transaction, amounts of transaction			$ 33,333
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] \| Non Executive Directors [Member]
Number of Shares To be Transferred	37,500
Founder Shares [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member
Share price	$ 12
Founder Shares [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Minimum [Member]
Common stock, transfers, threshold trading days	20 days
Founder Shares [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Maximum [Member]
Common stock, transfers, threshold trading days	30 days
Common Class B [Member] \| Founder Shares [Member]
Stock issued during period, value, new issues	$ 25,000
Common stock, dividends, per share, declared		$ 0.15942029
Sponsor [Member] \| Related Party Loan [Member]
Debt face amount		$ 500,000
Notes Payable, Related Parties	71,706
Sponsor [Member] \| Working Capital Loans [Member]
Debt face amount	$ 1,500,000
Debt conversion price per share	$ 10
Long-term debt, gross	$ 0
Sponsor [Member] \| Founder Shares [Member]
Stock issued during period, shares, new issues		5,000,000
Common stock, transfers, restriction on number of days from the date of business combination	150 days
Sponsor [Member] \| Common Class B [Member] \| Founder Shares [Member]
Stock issued during period, shares, new issues	4,312,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	Feb. 05, 2021USD ($)$ / shares
Proceeds from initial public offering \| $	$ 7,000,000
Underwriting deferred fee per unit \| $ / shares	$ 0.35

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail)	Feb. 05, 2021$ / sharesshares
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Stockholders' equity note, stock split	one vote for each share
Founder Shares [Member]
Percentage of public shares to redeem within the initial business combination period	100.00%
Class A Common Stock [Member]
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	100,000,000
Stockholders' equity note, stock split	one-for-one basis
Percentage of common stock outstanding upon completion of initial public offering on converted basis	20.00%
Common stock shares issued	777,500
Common stock, shares, outstanding	777,500
Common stock shares subject to possible redemption	20,000,000
Class B Common Stock [Member]
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	5,000,000
Common stock, shares, outstanding	5,000,000
IPO [Member]
Stock issued during period, shares, new issues	20,000,000
IPO [Member] \| Public Units [Member]
Stock issued during period, shares, new issues	20,000,000
IPO [Member] \| Private Units [Member]
Stock issued during period, shares, new issues	777,500
IPO [Member] \| Class A Common Stock [Member]
Common stock shares issued	777,500
Common stock, shares, outstanding	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
Common stock, shares, outstanding	5,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail)	Feb. 05, 2021$ / shares
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months
Warrants and rights outstanding, term	5 years
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member
Class of warrants redemption price per unit	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Common Class A [Member] \| Minimum [Member]
Share redemption trigger price	$ 10
Class of warrant or right exercise price adjustment percentage higher of market value	100.00%
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Common Class A [Member] \| Maximum [Member]
Share redemption trigger price	$ 18
Class of warrant or right exercise price adjustment percentage higher of market value	180.00%
Share Price Equal or Less Nine point Two Rupees per dollar [Member] \| Common Class A [Member]
Exercise price of warrants or rights	$ 9.20
Share redemption trigger price	$ 9.20
Minimum gross proceeds required from issuance of equity	60.00%
Class of warrant or right minimum notice period for redemption	20 days
Class of warrant or right exercise price adjustment percentage higher of market value	115.00%
Public Warrants [Member]
Exercise price of warrants or rights	$ 0.88
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	12 days
Class of warrant or right, threshold period for exercise from date of closing public offering	30 days
Warrants and rights outstanding, term	5 years
Warrants issued price per shares	$ 0.10
Public Warrants [Member] \| Minimum [Member]
Warrants exercisable period after the closing of the business combination	20 days
Public Warrants [Member] \| Common Class A [Member]
Exercise price of warrants or rights	$ 11.50
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Public Warrants [Member] \| Common Class A [Member] \| Minimum [Member]
Share price	$ 10
Public Warrants [Member] \| Common Class A [Member] \| Maximum [Member]
Share price	$ 18
Warrants exercisable period after the closing of the business combination	60 days
Public Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Common Class A [Member]
Share price	$ 18
Public Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Common Class A [Member] \| Minimum [Member]
Number of consecutive trading days for determining the share price	20 days
Public Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member \| Common Class A [Member] \| Maximum [Member]
Number of trading days for determining the share price	30 days
Private Placement Warrants [Member]
Exercise price of warrants or rights	$ 0.89
Private Placement Warrants [Member] \| Common Class A [Member] \| Sponsor [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering	30 days

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Millions	Feb. 05, 2021USD ($)$ / shares
Warrants and rights outstanding, term	5 years
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months
Fair Value Assumption Risk Free Interest Rate Basis Description	five-year
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member
Class Of Warrants Redemption Price Per Unit	$ 0.01
Private Placement Warrants [Member]
Exercise price of warrants or rights	$ 0.89
Warrants and rights outstanding \| $	$ 0.2
Public Warrants [Member]
Warrants and rights outstanding, term	5 years
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	12 days
Class of warrant or right, threshold period for exercise from date of closing public offering	30 days
Exercise price of warrants or rights	$ 0.88
Warrants and rights outstanding \| $	$ 5.9
Common Class A [Member] \| Public Warrants [Member]
Exercise price of warrants or rights	$ 11.50
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member
Share price	18
Common Class A [Member] \| Public and Private Warrants [Member] \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar Member
Share price	$ 18

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)	Feb. 05, 2021USD ($)
Assets
Assets Held-in-trust, Noncurrent	$ 200,000,000
Fair Value, Recurring [Member] \| Level 1 [Member]
Assets
Assets Held-in-trust, Noncurrent	200,000,000
Fair Value, Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities
Warrants	5,866,667
Fair Value, Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities
Warrants	$ 230,658

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of the significant inputs to the monte carlo simulation for the fair value of the Private Warrants and Public Warrants (Detail)	Feb. 05, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants And Rights Outstanding Percentage	0.66%
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants And Rights Outstanding Percentage	15.00%
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Measurement Input Fair Value Units [Member] \| Common Class A [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.71