0001193125-22-024955 | S-1 | XBRL Viewer | Thayer Ventures Acquisition Corp

Significant Accounting Policies (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	The Period From July 31, 2020 (Inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.50	)	$	(0.50	)

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021						For the Period From July 31, 2020 (Inception) through September 30, 2020
	Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	1,532,738	$	383,185	$	(2,929,489	)	$	(732,372	)	$	—	$	(53,239	)
Denominator:
Basic and diluted weighted average common shares outstanding		17,250,000		4,312,500		17,250,000			4,312,500			—		3,750,000

Basic and diluted net income (loss) per common stock	$	0.09	$	0.09	$	(0.17	)	$	(0.17	)	$	—	$	(0.01	)

Income Taxes

5 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 11—Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered

start-up

costs and are not currently deductible. There was no income tax expense for the period from July 31,

2020

(inception) through December 31, 2020.

The income tax provision (benefit) consists of the following:


	December 31, 2020
Current
Federal	$	—
State		—
Deferred
Federal		(40,359	)
State		—
Valuation allowance		40,359

Income tax provision	$	—

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax assets:
Net operating loss carryover	$	17,537
Start-up/Organization costs		22,822

Total deferred tax assets		40,359
Valuation allowance		(40,359	)

Deferred tax asset, net of allowance	$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a

full

valuation allowance.

There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. 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.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as

follows


	December 31, 2020
Statutory Federal income tax rate		21.0	%
Financing cost - derivative warrant liabilities		(16.72	)%
Change in fair value of derivative warrant liabilities		(2.92	)%
Change in Valuation Allowance		(1.4	)%

Income Taxes Benefit		0.0	%

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions - Additional Information (Detail) - USD ($)					2 Months Ended	5 Months Ended
	Dec. 31, 2020	Dec. 15, 2020	Aug. 13, 2020	Aug. 11, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Nov. 09, 2020	Oct. 27, 2020
Related Party Transaction [Line Items]
Share price		$ 10.20
Issuance of common stock to sponsor					$ 25,000	$ 25,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount	$ 1,500,000					$ 1,500,000	$ 1,500,000
Debt instrument, convertible conversion price	$ 1.00					$ 1.00	$ 1.00
Notes payable, related parties	$ 20,000					$ 20,000	$ 20,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	4,312,500					4,312,500	4,312,500
Common stock, shares outstanding	4,312,500					4,312,500	4,312,500
Common stock, par value	$ 0.0001					$ 0.0001	$ 0.0001
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	2,595,148					2,595,148
Common stock, shares outstanding	2,595,148					2,595,148
Common stock, par value	$ 0.0001					$ 0.0001	$ 0.0001
Sponsor [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000
Issuance of common stock to sponsor						$ 25,000
Sponsor [Member] \| Shares Subject to Forfeiture [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		562,500
Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued									4,312,500
Common stock, shares outstanding		562,500							4,312,500
Shares surrendered during the period									718,750
Percentage of founder shares to common stock outstanding after IPO		20.00%
Sponsor [Member] \| Founder Shares [Member] \| Independent Director [Member]
Related Party Transaction [Line Items]
Shares transferred during the period		25,000						25,000
Sponsor [Member] \| Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000
Proceeds from related party debt	$ 400,000
Sponsor [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1.00
Proceeds from issuance of warrants		$ 7,200,000
Exercise price of warrants		$ 11.50
Sponsor [Member] \| Common Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Related party transaction amounts of transaction			$ 25,000
Common stock, shares subscribed				5,031,250
Common stock, par value				$ 0.0001
Issuance of common stock to sponsor				$ 25,000
Sponsor [Member] \| Common Class A [Member] \| Share Price Equals or Exceeds $12.00 Per Share [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Share price	$ 12.00					$ 12.00
Common stock, transfers, threshold trading days	20 days
Common stock transfers restriction on number of days from the date of business combination	150 days
Common stock, transfers, threshold consecutive trading days	30 days

Initial Public Offering - Additional Information (Detail) - USD ($)		5 Months Ended	9 Months Ended
	Dec. 15, 2020	Dec. 31, 2020	Sep. 30, 2021
Shares issued during period new issues	17,250,000
Share price	$ 10.20
Proceeds from initial public offering	$ 172,500,000	$ 172,500,000
Offering costs	9,200,000
Deferred underwriting expense	6,900,000
Underwriting commission reimbursement	$ 1,700,000
Public Warrant [Member]
Description of class of warrant or right	Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant
Exercise price of warrants	$ 11.50
Anchor Investors [Member]
Shares issued during period new issues	4,944,550
IPO [Member]
Shares issued during period new issues	17,250,000
Share price	$ 10.00
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000
Common Class A [Member]
Proceeds from initial public offering		$ 172,500,000	$ 172,500,000
Number of securities called by each warrant	1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	5 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common shares subject to redemption	17,250,000	17,250,000
Common stock redemption price per share	$ 10.20	$ 10.20
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common shares subject to redemption	14,654,852
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,595,148
Common stock, shares outstanding	2,595,148
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Stockholder's Deficit - Additional Information (Detail) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Temporary equity, shares issued	17,250,000	17,250,000
Temporary equity shares outstanding	17,250,000	17,250,000
Common stock, shares issued		2,595,148
Common stock, shares outstanding		2,595,148
Common stock, threshold percentage on conversion of shares	20.00%	20.00%
Common stock shares outstanding subject to possible redemption		17,250,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Income Taxes (Tables)

5 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

The income tax provision (benefit) consists of the following:


	December 31, 2020
Current
Federal	$	—
State		—
Deferred
Federal		(40,359	)
State		—
Valuation allowance		40,359

Income tax provision	$	—

Schedule of deferred tax assets and liabilities

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax assets:
Net operating loss carryover	$	17,537
Start-up/Organization costs		22,822

Total deferred tax assets		40,359
Valuation allowance		(40,359	)

Deferred tax asset, net of allowance	$	—

Schedule of effective income tax rate reconciliation

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as

follows


	December 31, 2020
Statutory Federal income tax rate		21.0	%
Financing cost - derivative warrant liabilities		(16.72	)%
Change in fair value of derivative warrant liabilities		(2.92	)%
Change in Valuation Allowance		(1.4	)%

Income Taxes Benefit		0.0	%

Description of Organization, Business Operations and Basis of Presentation - Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Dec. 15, 2020	Jul. 31, 2020	Jul. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		$ 176,642,432			$ 177,701,799		$ 176,642,432
Total Liabilities		25,824,798			23,222,304		25,824,798
Class A common stock subject to possible redemption		175,950,000			175,950,000		175,950,000
Preferred stock
Additional paid-in captial		0			0		0
Retained earnings (accumulated deficit)		(25,132,797)			(21,470,936)		(25,132,797)
Total stockholders' equity (deficit)	$ (28,239)	(25,132,366)	$ (27,048,289)	$ (15,390,507)	(21,470,505)	$ (27,048,289)	(25,132,366)		$ 0	$ 0
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit)		176,642,432			177,701,799		176,642,432
Net income	$ (53,239)	1,915,923	(11,657,782)	6,079,998	(2,958,534)		(3,661,861)
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		175,950,000			175,950,000		175,950,000
Common stock		0			0		0
Net income		$ 1,532,738			$ (1,043,325)		$ (2,929,489)
Weighted average shares outstanding	0	17,250,000			2,079,787		17,250,000
Basic and diluted earnings per share	$ 0	$ 0.09			$ (0.50)		$ (0.17)
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		$ 431			$ 431		$ 431
Net income	$ (53,239)	$ 383,185			$ (1,915,209)		$ (732,372)
Weighted average shares outstanding	3,750,000	4,312,500			3,817,819		4,312,500
Basic and diluted earnings per share	$ (0.01)	$ 0.09			$ (0.50)		$ (0.17)
As Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets			176,891,038	177,267,667	$ 177,701,799	176,891,038		$ 178,262,938
Total Liabilities			27,989,326	16,708,174	23,222,304	27,989,326		21,335,781
Class A common stock subject to possible redemption			143,901,702	155,559,486	149,479,490	143,901,702		151,927,148
Preferred stock			0	0	0	0		0
Additional paid-in captial			13,535,582	1,877,912	7,957,848	13,535,582		5,510,215
Retained earnings (accumulated deficit)			(8,536,317)	3,121,464	(2,958,534)	(8,536,317)		(510,872)
Total stockholders' equity (deficit)			5,000,010	5,000,007	5,000,005	5,000,010		5,000,009
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit)			176,891,038	177,267,667	177,701,799	176,891,038		178,262,938
Change in value of Class A common stock subject to possible redemption				6,079,996	(15,963,908)	5,577,788
As Reported [Member] \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			314	200	260	314		235
Net income			$ (11,657,781)	$ 6,079,998	$ (2,958,534)	$ (5,577,783)
Weighted average shares outstanding			17,250,000	17,250,000	17,250,000	17,250,000
Basic and diluted earnings per share			$ 0.00	$ 0.00	$ 0.00	$ 0.00
As Reported [Member] \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			$ 431	$ 431	$ 431	$ 431		$ 431
Net income			$ (11,657,781)	$ 6,079,998	$ (2,958,534)	$ (5,577,783)
Weighted average shares outstanding			4,312,500	4,312,500	3,817,819	4,312,500
Basic and diluted earnings per share			$ (2.70)	$ 1.41	$ (0.77)	$ (1.29)
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets			$ 0	$ 0		$ 0
Total Liabilities			0	0		0
Class A common stock subject to possible redemption			32,048,298	20,390,514		32,048,298
Preferred stock			0	0		0
Additional paid-in captial			(13,535,582)	(1,877,912)		(13,535,582)
Retained earnings (accumulated deficit)			(18,512,402)	(18,512,402)		(18,512,402)
Total stockholders' equity (deficit)			(32,048,298)	(20,390,514)		(32,048,298)
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit)			0	0		0
Change in value of Class A common stock subject to possible redemption				(6,079,996)		(5,577,788)
Adjustment [Member] \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			(314)	(200)		(314)
Net income			$ 0	$ 0		$ 0
Weighted average shares outstanding			0	0		0
Basic and diluted earnings per share			$ (0.54)	$ 0.28		$ (0.26)
Adjustment [Member] \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			$ 0	$ 0		$ 0
Net income			$ 0	$ 0		$ 0
Weighted average shares outstanding			0	0		0
Basic and diluted earnings per share			$ 2.16	$ (1.13)		$ 1.03
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets			$ 176,891,038	$ 177,267,667		$ 176,891,038
Total Liabilities			27,989,326	16,708,174		27,989,326
Class A common stock subject to possible redemption			175,950,000	175,950,000		175,950,000
Preferred stock			0	0		0
Additional paid-in captial			0	0		0
Retained earnings (accumulated deficit)			(27,048,719)	(15,390,938)		(27,048,719)
Total stockholders' equity (deficit)			(27,048,288)	(15,390,507)		(27,048,288)
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit)			176,891,038	177,267,667		176,891,038
Change in value of Class A common stock subject to possible redemption				0		0
As Restated [Member] \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			0	0		0
Net income			$ (11,657,781)	$ 6,079,998		$ (5,577,783)
Weighted average shares outstanding			17,250,000	17,250,000		17,250,000
Basic and diluted earnings per share			$ (0.54)	$ 0.28		$ (0.26)
As Restated [Member] \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock			$ 431	$ 431		$ 431
Net income			$ (11,657,781)	$ 6,079,998		$ (5,577,783)
Weighted average shares outstanding			4,312,500	4,312,500		4,312,500
Basic and diluted earnings per share			$ (0.54)	$ 0.28		$ (0.26)

Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit)	Restated Balance [Member]	Common Class A [Member]	Common Class A [Member] Common stock [Member]	Common Class A [Member] Restated Balance [Member]	Common Class B [Member]	Common Class B [Member] Common stock [Member]	Common Class B [Member] Restated Balance [Member]
Balance at Jul. 30, 2020	$ 0	$ 0	$ 0			$ 0			$ 0
Balance (Shares) at Jul. 30, 2020						0			0
Issuance of common stock to sponsor	25,000	24,569							$ 431
Issuance of common stock to Sponsor (Shares)									4,312,500
Net income (loss)	(53,239)		(53,239)					$ (53,239)
Balance at Sep. 30, 2020	(28,239)	24,569	(53,239)			$ 0			$ 431
Balance (Shares) at Sep. 30, 2020						0			4,312,500
Balance at Jul. 31, 2020	0	0	0			$ 0			$ 0
Balance (Shares) at Jul. 31, 2020						0			0
Issuance of common stock to sponsor	25,000	24,569							$ 431
Issuance of common stock to Sponsor (Shares)									4,312,500
Sale of private placement warrants to Sponsor in private placement	1,076,250	1,076,250
Accretion of Class A common stock subject to possible redemption	(19,613,221)	(1,100,819)	(18,512,402)		$ (19,613,221)
Net income (loss)	(2,958,534)		(2,958,534)		(1,043,325)		$ (2,958,534)	(1,915,209)		$ (2,958,534)
Balance at Dec. 31, 2020	(21,470,505)	0	(21,470,936)	$ (21,470,505)		$ 0			$ 431
Balance (Shares) at Dec. 31, 2020						0			4,312,500
Net income (loss)	6,079,998		6,079,998
Balance at Mar. 31, 2021	(15,390,507)	0	(15,390,938)			$ 0			$ 431
Balance (Shares) at Mar. 31, 2021						0			4,312,500
Balance at Dec. 31, 2020	(21,470,505)	0	(21,470,936)	(21,470,505)		$ 0			$ 431
Balance (Shares) at Dec. 31, 2020						0			4,312,500
Balance at Jun. 30, 2021	(27,048,289)	0	(27,048,720)			$ 0			$ 431
Balance (Shares) at Jun. 30, 2021						0			4,312,500
Balance at Dec. 31, 2020	(21,470,505)	0	(21,470,936)	$ (21,470,505)		$ 0			$ 431
Balance (Shares) at Dec. 31, 2020						0			4,312,500
Accretion of Class A common stock subject to possible redemption					(19,613,221)
Net income (loss)	(3,661,861)				(2,929,489)			(732,372)
Balance at Sep. 30, 2021	(25,132,366)	0	(25,132,797)			$ 0			$ 431
Balance (Shares) at Sep. 30, 2021						0			4,312,500
Balance at Mar. 31, 2021	(15,390,507)	0	(15,390,938)			$ 0			$ 431
Balance (Shares) at Mar. 31, 2021						0			4,312,500
Net income (loss)	(11,657,782)		(11,657,782)
Balance at Jun. 30, 2021	(27,048,289)	0	(27,048,720)			$ 0			$ 431
Balance (Shares) at Jun. 30, 2021						0			4,312,500
Net income (loss)	1,915,923		1,915,923		$ 1,532,738			$ 383,185
Balance at Sep. 30, 2021	$ (25,132,366)	$ 0	$ (25,132,797)			$ 0			$ 431
Balance (Shares) at Sep. 30, 2021						0			4,312,500

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Derivative Warrant Liabilities

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities.

Note 7—Derivative Warrant Liabilities

As of December 31, 2020, the Company has 8,625,000 and 7,175,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable

upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, 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 warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $

11.50

per share, subject to adjustments, and will expire

five

years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial 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 board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the

trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $

9.20

per share, the exercise price of the 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 price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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 Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $

0.01

per warrant;

•

upon a minimum of

days’ prior written notice of redemption; and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $

18.00

per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like

and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

The Company will not redeem the warrants unless an effective registration statement

under

the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $10.00:

After the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant upon a

minimum of 30 days’ prior written notice

of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that nu

ber of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above.

The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 6. Derivative Warrant Liabilities.

As of

September

30, 2021 and December 31, 2020, the Company had 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants outstanding.

Public Warrants

may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act

The

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, 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 warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available

The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. 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 the initial 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 board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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 price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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.

non-redeemable

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:

After the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above.

The “fair market value” of Class A

common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable

connection

with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire

worthless.

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended	5 Months Ended		9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair value assets transfers	$ 0	$ 0	$ 0	$ 0
Increase in fair value of liabilities	$ 2,400,000			$ 2,300,000

Restatement of Previously Issued Financial Statements

5 Months Ended

Dec. 31, 2020

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 2—Restatement of Previously Issued Financial Statements

The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on

Form 10-K/A,

filed with the SEC on May 19, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480,

paragraph 10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. 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. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity, recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and to calculate earnings per share by allocating income and losses pro rata for each class of common stock.

The Company’s previously filed financial

statements that contained the error were initially reported in the Company’s

Form 8-K

filed with the SEC on December 21, 2020 (the

“Post-IPO

Balance Sheet”), and the Company’s Annual Report on

10-K

for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its

Form 10-K

as filed with the SEC on May 19, 2021, as well as the

Form 10-Qs

for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s

Form 10-Q

for the quarterly period ended September 30, 2021. The unaudited financial statements for the quarterly period ended September 30, 2021 already applied the updated classification of the Class A common stock subject to possible redemption. Please see

Note 1, Note 3, Note 8 and Note 9, which have been updated to reflect the restatement of the financials contained in this Annual Report.

The change in the carrying value of the redeemable shares of Class A common stock in the

Post-IPO

Balance Sheet resulted in a decrease of approximately $5.5 million in additional

paid-in

capital and an increase of approximately $18.5 million to accumulated deficit, as well as a reclassification of 2,355,182 shares of Class A common stock from permanent equity to temporary equity as presented below.


As of December 15, 2020:	As Previously Reported			Adjustment			As Restated
Total assets	$	178,262,938		$	—		$	178,262,938

Total liabilities	$	21,335,781		$	—		$	21,335,781

Class A common stock subject to possible redemption		151,927,148			24,022,852			175,950,000
Preferred stock		—			—			—
Class A common stock		235			(235	)		—
Class B common stock		431			—			431
Additional paid-in capital		5,510,215			(5,510,215	)		—
Accumulated deficit		(510,872	)		(18,512,402	)		(19,023,274	)

Total stockholders’ equity (deficit)	$	5,000,009		$	(24,022,852	)	$	(19,022,843	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	178,262,938		$	—		$	178,262,938


As of December 31, 2020:	As Previously Reported			Adjustment			As Restated

Total assets	$	177,701,799		$	—		$	177,701,799

Total liabilities	$	23,222,304		$	—		$	23,222,304
Class A common stock subject to possible redemption		149,479,490			26,470,510			175,950,000
Preferred stock		—			—			—
Class A common stock		260			(260	)		—
Class B common stock		431			—			431
Additional paid-in capital		7,957,848			(7,957,848	)		—
Accumulated deficit		(2,958,534	)		(18,512,402	)		(21,470,936	)

Total stockholders’ equity (deficit)	$	5,000,005		$	(26,470,510	)	$	(21,470,505	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	177,701,799		$	—		$	177,701,799

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from July 31, 2020 (inception) through December 31, 2020:


For the Period from July 31, 2020 (inception) through December 31, 2020
	As Restated			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A common stock subject to possible redemption	$	165,443,398		$	(165,443,398	)	$	—
Change in value of Class A common stock subject to possible redemption	$	(15,963,908	)	$	15,963,908		$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from July 31, 2020 (inception) through December 31, 2020:


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—		$	(2,958,534	)
Weighted average shares outstanding		17,250,000			(15,170,213	)		2,079,787
Basic and diluted earnings per share	$	0.00		$	(0.50	)	$	(0.50	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment		As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—	$	(2,958,534	)
Weighted average shares outstanding		3,817,819			0		3,817,819
Basic and diluted earnings per share	$	(0.77	)	$	0.27	$	(0.50)

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Stockholder's Deficit	5 Months Ended	9 Months Ended
Stockholder's Deficit	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Deficit	Note 9—Stockholders’ Deficit Preferred Stock – The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no preferred shares outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 4,312,500 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. 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 offered in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future 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 basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one-to-one.	8. Stockholders’ Deficit Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Common Stock —The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 17,250,000 shares of Class A common stock issued and outstanding, all subject to possible redemption and therefore classified as temporary equity on the accompany condensed consolidated balance sheet (see Note 7). Class B Common Stock —The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 4,312,500 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders . The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. 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 offered in the IPO and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future 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 basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-to-one.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail)	5 Months Ended
	Dec. 31, 2020 USD ($)
Current
Federal	$ 0
State	0
Deferred
Federal	(40,359)
State	0
Valuation allowance	40,359
Income tax provision	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		2 Months Ended	5 Months Ended	9 Months Ended
	Dec. 15, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Aug. 11, 2020
Shares issued during period new issues	17,250,000
Share price	$ 10.20
Proceeds from initial public offering	$ 172,500,000		$ 172,500,000
Proceeds from issuance of common stock	$ 176,000,000.0
Investment maturity period	185 days
Share redemption price per share			$ 10.20	$ 10.20
Cash			$ 1,242,226	$ 396,362
Working capital deficit			1,400,000	$ 74,000
Issuance of common stock to sponsor		$ 25,000	$ 25,000
Offering costs	$ 9,200,000
Threshold percentage on fair market value of net assets held In trust account for business combination			80.00%	80.00%
Threshold percentage on purchase of outstanding voting shares for business combination			50.00%	50.00%
Net tangible assets required for business combination			$ 5,000,001	$ 5,000,001
Threshold number of days allowed to consummate business combination			18 months	18 months
Minimum interest on trust deposits eligible to pay dissolution expenses			$ 100,000	$ 100,000
Deferred underwriting expense	6,900,000
Underwriting commission reimbursement	$ 1,700,000
Franchise tax payable			83,836	173,872
Inspirato [Member]
Business Combination, Consideration Transferred				1,070,000,000.00
Business Combination, Valuation adjusted upward				20,000,000
Private Placement Warrant [Member]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 7,200,000
Sponsor [Member]
Issuance of common stock to sponsor			$ 25,000
Debt face amount					$ 400,000
Minimum [Member] \| Inspirato [Member]
Business Combination, Integration Related Costs				$ 15,000,000
IPO [Member]
Shares issued during period new issues	17,250,000
Share price	$ 10.00
Maximum percentage of shares redeemed without prior consent from company			15.00%	15.00%
Maximum percentage of shares redeemed on non completion of business combination			100.00%	100.00%
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000
Common Class A [Member]
Proceeds from initial public offering			$ 172,500,000	$ 172,500,000
Common Class A [Member] \| Private Placement Warrant [Member]
Warrants issued during the period	7,175,000
Previously Reported [Member]
Net tangible assets required for business combination				$ 5,000,001

Income Taxes - Additional Information (Detail) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Unrecognised tax benefit of accrued interest and penalties	$ 0	$ 0

Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryover		$ 17,537
Start-up/Organization costs		22,822
Total deferred tax assets	$ 286,000	40,359
Valuation allowance		(40,359)
Deferred tax asset, net of allowance		$ 0

Cover Page	9 Months Ended
Cover Page	Sep. 30, 2021
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Thayer Ventures Acquisition Corp
Entity Central Index Key	0001820566
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance				$ 15,871,750			$ 15,871,750
Change in fair value of warrant liabilities	$ 0	$ (2,441,750)				$ 2,355,500	2,298,250
Derivative warrant liabilities, Ending balance		18,170,000			$ 15,871,750	15,871,750	18,170,000
Derivative Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance		0	$ 4,376,750	15,871,750			15,871,750
Transfer of public warrant liabilities to Level 1				(8,625,000)	13,516,250
Change in fair value of warrant liabilities			0	(2,870,000)	2,355,500
Transfer of private warrant liabilities to Level 2			(4,376,750)
Derivative warrant liabilities, Ending balance		$ 0	$ 0	$ 4,376,750	$ 15,871,750	$ 15,871,750	$ 0

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	5 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Dec. 15, 2020
Share price			$ 10.20
Event Triggering the Value of Warrants [Member]
Volume weighted average share price	$ 9.20	$ 9.20
Number of consecutive trading days for determining share price	20 days	20 days
Public Warrants [Member]
Class of warrant or right outstanding	8,625,000	8,625,000
Class of warrant or right redemption threshold consecutive trading days	30 days	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months	12 months
Class of warrant, exercise price	$ 11.50	$ 11.50
Class of warrants or rights term	5 years	5 years
Private Placement Warrants [Member]
Class of warrant or right outstanding	7,175,000	7,175,000
Common Class A [Member]
Percentage of gross proceeds from share issue for the purposes of business combination	50.00%	50.00%
Class of warrants or rights number of shares called by each warrant or right			1
Common Class A [Member] \| Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 0.10	$ 0.10
Percentage of warrants exercised on cashless basis	30.00%	30.00%
Common Class A [Member] \| Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	$ 18.00	$ 18.00
Common Class A [Member] \| Event Triggering the Value of Warrants [Member]
Share price	$ 9.20	$ 9.20
Class of warrant or right adjustment to exercise price percentage.	115.00%	115.00%
Common Class A [Member] \| Public Warrants [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering	15 days	15 days
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption	10 days	10 days
Class of warrants or rights number of shares called by each warrant or right	0.361	0.361
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 10.00	$ 10.00
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	18.00	18.00
Common Class A [Member] \| Public Warrants [Member] \| Share Trigger Price One [Member]
Share price that triggers warrant redemption	$ 10.00	$ 10.00
Share price that triggers warrant redemption percentage	100.00%	100.00%
Class of warrant or right, redemption price	$ 0.10	$ 0.10
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Common Class A [Member] \| Public Warrants [Member] \| Share Trigger Price Two [Member]
Share price that triggers warrant redemption	$ 18.00	$ 18.00
Share price that triggers warrant redemption percentage	180.00%	180.00%
Class of warrant or right, redemption price	$ 0.01	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Warrant instrument redemption threshold consecutive trading days	20 days	20 days
Warrant instrument redemption threshold trading days	30 days	30 days
Period during which registration statement shall be effective for warrant redemption	30 days	30 days

Class A Common Stock Subject to Possible Redemption (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Temporary Equity Disclosure [Abstract]

Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	172,500,000
Less:
Fair value of Public Warrants at issuance		(7,417,500	)
Offering costs allocated to Class A common stock subject to possible redemption		(8,745,721	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		19,613,221

Class A common stock subject to possible redemption	$	175,950,000

The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	172,500,000
Less:
Fair value of Public Warrants at issuance		(7,417,500	)
Offering costs allocated to Class A common stock subject to possible redemption		(8,745,721	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		19,613,221

Class A common stock subject to possible redemption	$	175,950,000

Restatement of Previously Issued Financial Statements - Summary of Restatement of Balance Sheet ,Statement of Operations and Cash Flow Statement (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Dec. 15, 2020	Jul. 31, 2020	Jul. 30, 2020
Balance Sheet
Total assets		$ 176,642,432			$ 177,701,799		$ 176,642,432
Liabilities and Stockholders' Equity:
Total Liabilities		25,824,798			23,222,304		25,824,798
Class A common stock subject to possible redemption		175,950,000			175,950,000		175,950,000
Stockholders' Equity:
Preferred stock
Additional paid-in capital		0			0		0
Accumulated deficit		(25,132,797)			(21,470,936)		(25,132,797)
Total stockholders' equity (deficit)	$ (28,239)	(25,132,366)	$ (27,048,289)	$ (15,390,507)	(21,470,505)	$ (27,048,289)	(25,132,366)		$ 0	$ 0
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)		176,642,432			177,701,799		176,642,432
Statement of Operations
Net loss	$ (53,239)	1,915,923	(11,657,782)	6,079,998	(2,958,534)		(3,661,861)
Common Class A [Member]
Liabilities and Stockholders' Equity:
Class A common stock subject to possible redemption		175,950,000			175,950,000		175,950,000
Stockholders' Equity:
Common stock		0			0		0
Statement of Operations
Net loss		$ 1,532,738			$ (1,043,325)		$ (2,929,489)
Weighted average shares outstanding	0	17,250,000			2,079,787		17,250,000
Basic and diluted earnings per share	$ 0	$ 0.09			$ (0.50)		$ (0.17)
Common Class B [Member]
Stockholders' Equity:
Common stock		$ 431			$ 431		$ 431
Statement of Operations
Net loss	$ (53,239)	$ 383,185			$ (1,915,209)		$ (732,372)
Weighted average shares outstanding	3,750,000	4,312,500			3,817,819		4,312,500
Basic and diluted earnings per share	$ (0.01)	$ 0.09			$ (0.50)		$ (0.17)
Previously Reported [Member]
Balance Sheet
Total assets			176,891,038	177,267,667	$ 177,701,799	176,891,038		$ 178,262,938
Liabilities and Stockholders' Equity:
Total Liabilities			27,989,326	16,708,174	23,222,304	27,989,326		21,335,781
Class A common stock subject to possible redemption			143,901,702	155,559,486	149,479,490	143,901,702		151,927,148
Stockholders' Equity:
Preferred stock			0	0	0	0		0
Additional paid-in capital			13,535,582	1,877,912	7,957,848	13,535,582		5,510,215
Accumulated deficit			(8,536,317)	3,121,464	(2,958,534)	(8,536,317)		(510,872)
Total stockholders' equity (deficit)			5,000,010	5,000,007	5,000,005	5,000,010		5,000,009
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)			176,891,038	177,267,667	177,701,799	176,891,038		178,262,938
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption					165,443,398
Change in value of Class A common stock subject to possible redemption				6,079,996	(15,963,908)	5,577,788
Previously Reported [Member] \| Common Class A [Member]
Stockholders' Equity:
Common stock			314	200	260	314		235
Statement of Operations
Net loss			$ (11,657,781)	$ 6,079,998	$ (2,958,534)	$ (5,577,783)
Weighted average shares outstanding			17,250,000	17,250,000	17,250,000	17,250,000
Basic and diluted earnings per share			$ 0.00	$ 0.00	$ 0.00	$ 0.00
Previously Reported [Member] \| Common Class B [Member]
Stockholders' Equity:
Common stock			$ 431	$ 431	$ 431	$ 431		431
Statement of Operations
Net loss			$ (11,657,781)	$ 6,079,998	$ (2,958,534)	$ (5,577,783)
Weighted average shares outstanding			4,312,500	4,312,500	3,817,819	4,312,500
Basic and diluted earnings per share			$ (2.70)	$ 1.41	$ (0.77)	$ (1.29)
Revision of Prior Period, Reclassification, Adjustment [Member]
Balance Sheet
Total assets					$ 0			0
Liabilities and Stockholders' Equity:
Total Liabilities					0			0
Class A common stock subject to possible redemption					26,470,510			24,022,852
Stockholders' Equity:
Preferred stock					0			0
Additional paid-in capital					(7,957,848)			(5,510,215)
Accumulated deficit					(18,512,402)			(18,512,402)
Total stockholders' equity (deficit)					(26,470,510)			(24,022,852)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)					0			0
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption					(165,443,398)
Change in value of Class A common stock subject to possible redemption					15,963,908
Revision of Prior Period, Reclassification, Adjustment [Member] \| Common Class A [Member]
Stockholders' Equity:
Common stock					(260)			(235)
Additional paid-in capital					5,500,000
Accumulated deficit					18,500,000
Statement of Operations
Net loss					$ 0
Weighted average shares outstanding					(15,170,213)
Basic and diluted earnings per share					$ (0.50)
Revision of Prior Period, Reclassification, Adjustment [Member] \| Common Class B [Member]
Stockholders' Equity:
Common stock					$ 0			0
Statement of Operations
Net loss					$ 0
Weighted average shares outstanding					0
Basic and diluted earnings per share					$ 0.27
Restated Balance [Member]
Balance Sheet
Total assets					$ 177,701,799			178,262,938
Liabilities and Stockholders' Equity:
Total Liabilities					23,222,304			21,335,781
Class A common stock subject to possible redemption					175,950,000			175,950,000
Stockholders' Equity:
Preferred stock					0			0
Additional paid-in capital					0			0
Accumulated deficit					(21,470,936)			(19,023,274)
Total stockholders' equity (deficit)					(21,470,505)			(19,022,843)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)					177,701,799			178,262,938
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption					0
Change in value of Class A common stock subject to possible redemption					0
Restated Balance [Member] \| Common Class A [Member]
Stockholders' Equity:
Common stock					0			0
Statement of Operations
Net loss					$ (2,958,534)
Weighted average shares outstanding					2,079,787
Basic and diluted earnings per share					$ (0.50)
Restated Balance [Member] \| Common Class B [Member]
Stockholders' Equity:
Common stock					$ 431			$ 431
Statement of Operations
Net loss					$ (2,958,534)
Weighted average shares outstanding					3,817,819
Basic and diluted earnings per share					$ (0.50)

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail)	5 Months Ended
	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory Federal income tax rate	21.00%
Financing cost - derivative warrant liabilities	(16.72%)
Change in fair value of derivative warrant liabilities	(2.92%)
Change in Valuation Allowance	(1.40%)
Income Taxes Benefit	0.00%

Commitments and Contingencies - Additional Information (Detail) - USD ($)		1 Months Ended
	Dec. 15, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable	$ 6,900,000
Percentage of underwriting expense	1.00%
Underwriting commission reimbursement	$ 1,700,000
Advisory services fee		$ 10,000
Deferred success cost		$ 50,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Under writing discount per unit	$ 0.20
IPO [Member] \| Underwriting Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs	$ 3,450,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commission per unit	$ 0.40

Description of Organization, Business Operations and Basis of Presentation

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization, Business Operations and Basis of Presentation

Note 1—Description of Organization, Business Operations and Basis of Presentation

Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) described below. 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

income in the form of interest income on investments made using cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from underwriters of approximately $1.7 million.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,175,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 of 1940, as amended (the “Investment Company Act”).

The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share).

The per-share amount

to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights

or pre-initial Business

Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) 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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

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 independent registered public accounting firm 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

Note 1. Description of Organization, Business Operations and Basis of Presentation.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below, 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

income in the form of income earned on the proceeds derived from the IPO.

The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 4) and net of reimbursement from the underwriters of approximately $1.7 million.

Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 7,175,000 warrants to purchase Class A common stock (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 3).

Upon the closing of the IPO and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act of 1940 (as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80%

of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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.

per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,

Distinguishing

Liabilities from Equity

. If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination

The 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18

months from the closing of the IPO, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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

price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) 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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB

Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”).

Transaction Consideration

Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07

billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a

dollar-for-dollar

basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds

million, and (b) the amount by which the Company’s transaction expenses exceeds

million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting.

Refer to the Company’s current report on Form

8-K,

filed with the SEC on June 30, 2021, for more information.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

10-K/A

filed by the Company with the SEC on May 19, 2021.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Restatement of Previously Reported Financial Statement

In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC

480-10-S99,

redemption provisions not solely within the control of the Company, require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form

10-Qs

for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity, recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and calculate earnings per share by allocating income and losses pro rata for each class of common stock. As such, the Company is reporting these restatements to those periods in this quarterly report.

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:


As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	177,267,667	$	—		$	177,267,667
Total liabilities	$	16,708,174	$	—		$	16,708,174
Class A common stock subject to possible redemption		155,559,486		20,390,514			175,950,000
Preferred stock		—		—			—
Class A common stock		200		(200	)		—
Class B common stock		431		—			431
Additional paid-in capital		1,877,912		(1,877,912	)		—
Retained Earnings (accumulated deficit)		3,121,464		(18,512,402	)		(15,390,938	)
Total stockholders’ equity (deficit)	$	5,000,007	$	(20,390,514	)	$	(15,390,507	)
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit)	$	177,267,667	$	—		$	177,267,667

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Three Months Ended March 31, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	6,079,996	$	(6,079,996	)	$	—

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:


As of June 30, 2021:	As Previously Reported			Adjustment			As Restated
Total assets	$	176,891,038		$	—		$	176,891,038
Total liabilities	$	27,989,326		$	—		$	27,989,326
Class A common stock subject to possible redemption		143,901,702			32,048,298			175,950,000
Preferred stock		—			—			—
Class A common stock		314			(314	)		—
Class B common stock		431			—			431
Additional paid-in capital		13,535,582			(13,535,582	)		—
Retained earnings (accumulated deficit)		(8,536,317	)		(18,512,402	)		(27,048,719	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(32,048,298	)	$	(27,048,288	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	176,891,038		$	—		$	176,891,038

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Six Months Ended June 30, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,577,788	$	(5,577,788	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	0.28		$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.54	)	$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.26	)	$	(0.26	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	1.41		$	(1.13	)	$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(2.70	)	$	2.16		$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(1.29	)	$	1.03		$	(0.26	)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 independent registered public accounting firm 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.

provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of September 30, 2021, the Company had approximately

396

,000

outside of the Trust Account and working capital of approximately

74,000

(not taking into account approximately $

174

,000

in tax obligations that may be paid using investment income classified in the Trust Account).

The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the IPO, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Significant Accounting Policies (Policies)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 revenues 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 estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. 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 unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. 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 unaudited

condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof.

Concentration of Credit Risk

September

30, 2021 and

December

31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Investments Held in Trust Account

Investments held in Trust Account

The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “

Fair Value Measurements

,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

•

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•

Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly;

•

Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

Derivative Warrant Liabilities

Derivative 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

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period. In accordance with ASC

825-10

“Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes.

Derivative 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period. In accordance with ASC Topic

825-10

The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the IPO

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are 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 expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately

$0.4

million is included in financing cost -derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the IPO

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock upon the completion of the IPO. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events

Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Class A Common Stock Subject to Possible Redemption

17,250,000

shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated condensed balance sheets.

Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation

of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of

15,800,000

shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	The Period From July 31, 2020 (Inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.50	)	$	(0.50	)

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of

15,800,000

shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and for the period from July 31, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021						For the Period From July 31, 2020 (Inception) through September 30, 2020
	Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	1,532,738	$	383,185	$	(2,929,489	)	$	(732,372	)	$	—	$	(53,239	)
Denominator:
Basic and diluted weighted average common shares outstanding		17,250,000		4,312,500		17,250,000			4,312,500			—		3,750,000

Basic and diluted net income (loss) per common stock	$	0.09	$	0.09	$	(0.17	)	$	(0.17	)	$	—	$	(0.01	)

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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.

FASB 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. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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.

Income Taxes

September

30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $286,000 and $40,000, respectively, with a full valuation allowance against them.

FASB 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. There were no unrecognized tax benefits

as of September 30, 2021 and

December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts

were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. 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 potential income tax examinations by major taxing authorities.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Adopted Accounting Standards

In August 2020, the FASB issued ASU

No. 2020-06,

Debt—D

ebt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity

’

s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity

’

s Own Equity

, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope

exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Dec. 15, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid in Capital	$ 0	$ 0
Retained Earnings (Accumulated Deficit)	(21,470,936)	(25,132,797)
Net tangible assets required for business combination	5,000,001	$ 5,000,001
Revision of Prior Period, Reclassification, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid in Capital	(7,957,848)		$ (5,510,215)
Retained Earnings (Accumulated Deficit)	(18,512,402)		$ (18,512,402)
Common Class A [Member] \| Revision of Prior Period, Reclassification, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid in Capital	5,500,000
Retained Earnings (Accumulated Deficit)	$ 18,500,000
Reclassification From Permanent Equity TO Temporary Equity	2,355,182

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Class A Common Stock Subject to Possible Redemption

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Temporary Equity Disclosure [Abstract]

Class A Common Stock Subject to Possible Redemption

Note

8-—Class A

Common Stock Subject to Possible Redemption

The Company’s

Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	172,500,000
Less:
Fair value of Public Warrants at issuance		(7,417,500	)
Offering costs allocated to Class A common stock subject to possible redemption		(8,745,721	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		19,613,221

Class A common stock subject to possible redemption	$	175,950,000

7. Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet.

The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	172,500,000
Less:
Fair value of Public Warrants at issuance		(7,417,500	)
Offering costs allocated to Class A common stock subject to possible redemption		(8,745,721	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		19,613,221

Class A common stock subject to possible redemption	$	175,950,000

Related Party Transactions	5 Months Ended	9 Months Ended
Related Party Transactions	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. On November 9, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent director nominees. The initial stockholders agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. In addition, 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. No charges were incurred as of December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates.	Note 4. Related Party Transactions. Founder Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. On November 9, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent director nominees. The initial stockholders agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the IPO. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of the completion of the IPO or the date the Company determines not to conduct an IPO. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. Subsequent to repayment, the facility was no longer available to the Company. In addition, 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. The Sponsor has waived fees under such agreement since the IPO, as such there were no charges incurred or accrued for as of September 30, 2021. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. For the three and nine months ended September 30, 2021, no charges were incurred or accrued.

Fair Value Measurements (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of fair value, measured on recurring basis

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	172,500,000	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	15,871,750

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	175,987,897	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	9,918,750	$	—	$	—
Derivative warrant liabilities (private)	$	—	$	8,251,250	$	—

December 31, 2020


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	175,950,325	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	—	$	—	$	8,625,000
Derivative warrant liabilities (private)	$	—	$	—	$	7,246,750

Summary of quantitative information regarding fair value measurements

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


	As of December 15, 2020			As of December 31, 2020
	Public and Private			Public and Private
Exercise price	$	11.50		$	11.50
Volatility		15.0	%		15.0	%
Stock price	$	9.57		$	9.98
Expected life of the options to convert		6.54			6.5
Risk-free rate		0.58	%		0.58	%
Dividend yield		0.0	%		0.0	%

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date:


	At initial issuance

Exercise price	$	11.50
Volatility		15.4	%
Stock price	$	9.98
Expected life of the options to convert		6.54
Risk-free rate		0.58	%
Dividend yield		0.0	%

Summary of change in derivative warrant liabilities measured at fair value

The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as

follows


Derivative warrant liabilities at July 31, 2020 (inception)	$	—
Issuance of Public and Private Warrants		13,516,250
Change in fair value of derivative warrant liabilities		2,355,500

Derivative warrant liabilities at December 31, 2020	$	15,871,750

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021 is summarized as follows:


Derivative warrant liabilities at January 1, 2021	$	15,871,750
Transfer of public warrant liabilities to Level 1		(8,625,000	)
Change in fair value of warrant liabilities		(2,870,000	)

Derivative warrant liabilities at March 31, 2021		4,376,750
Transfer of private warrant liabilities to Level 2		(4,376,750	)
Change in fair value of warrant liabilities		—

Derivative warrant liabilities at June 30, 2021		—

Derivative warrant liabilities at September 30, 2021	$	—

Condensed Consolidated Statements of Cash Flows - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (53,239)	$ 1,915,923	$ 6,079,998	$ (2,958,534)	$ (3,661,861)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor under note payable	8,500			18,500
Income earned on investments held in Trust Account	0	(4,534)		(325)	(37,571)
Change in fair value of derivative warrant liabilities	0	(2,441,750)		2,355,500	2,298,250
Financing costs - derivative warrant liabilities				410,849
Changes in operating assets and liabilities:
Prepaid expenses				(509,248)	251,074
Accounts payable	11,264			61,811	212,708
Accrued expenses					1,500
Franchise tax payable	33,475			83,836	90,036
Net cash used in operating activities				(537,611)	(845,864)
Cash Flows from Investing Activities
Cash deposited in Trust Account				(175,950,000)
Net cash used in investing activities				(175,950,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party				265,312
Repayment of note payable to related party				(400,000)
Proceeds received from initial public offering, gross				172,500,000
Proceeds received from private placement				7,175,000
Offering costs paid, net of reimbursement from underwriters				(1,810,475)
Net cash provided by financing activities				177,729,837
Net decrease in cash				1,242,226	(845,864)
Cash—beginning of the period			$ 1,242,226		1,242,226
Cash—end of the period		$ 396,362		1,242,226	$ 396,362
Supplemental disclosure of noncash financing activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	25,000			25,000
Offering costs included in accrued expenses and accounts payable	120,357			70,000
Offering costs included in accounts payable				234,907
Offering costs included in note payable	$ 78,781			116,188
Deferred underwriting commissions in connection with the initial public offering				$ 6,900,000

Fair Value Measurements

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 10—Fair Value Measurements


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	172,500,000	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	15,871,750

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

There were no transfers between levels for the period from July 31, 2020 (inception) through December 31,

2020

Level 1 instruments include investments in mutual funds

invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model and Black-Scholes.

The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes.

The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


	As of December 15, 2020			As of December 31, 2020
	Public and Private			Public and Private
Exercise price	$	11.50		$	11.50
Volatility		15.0	%		15.0	%
Stock price	$	9.57		$	9.98
Expected life of the options to convert		6.54			6.5
Risk-free rate		0.58	%		0.58	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as

follows


Derivative warrant liabilities at July 31, 2020 (inception)	$	—
Issuance of Public and Private Warrants		13,516,250
Change in fair value of derivative warrant liabilities		2,355,500

Derivative warrant liabilities at December 31, 2020	$	15,871,750

Note 9. Fair Value Measurements.

September 30, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	175,987,897	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	9,918,750	$	—	$	—
Derivative warrant liabilities (private)	$	—	$	8,251,250	$	—

December 31, 2020


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	175,950,325	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	—	$	—	$	8,625,000
Derivative warrant liabilities (private)	$	—	$	—	$	7,246,750

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when

the Public Warrants were

separately listed and traded in February 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of February 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other

transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021.

Level 1 assets include investments in mutual funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants and Private Placement Warrants. For the three and nine months ended September 30, 2021, the Company recognized a

non-operating

gain and loss resulting from a decrease and an increase in the fair value of liabilities of approximately

$2.4 million and $2.3 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date:


	At initial issuance

Exercise price	$	11.50
Volatility		15.4	%
Stock price	$	9.98
Expected life of the options to convert		6.54
Risk-free rate		0.58	%
Dividend yield		0.0	%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021 is summarized as follows:


Derivative warrant liabilities at January 1, 2021	$	15,871,750
Transfer of public warrant liabilities to Level 1		(8,625,000	)
Change in fair value of warrant liabilities		(2,870,000	)

Derivative warrant liabilities at March 31, 2021		4,376,750
Transfer of private warrant liabilities to Level 2		(4,376,750	)
Change in fair value of warrant liabilities		—

Derivative warrant liabilities at June 30, 2021		—

Derivative warrant liabilities at September 30, 2021	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account	$ 175,987,897	$ 175,950,325
Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	9,918,750	0
Fair Value, Inputs, Level 1 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Investments held in Trust Account	0	0
Fair Value, Inputs, Level 2 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	8,251,250	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Investments held in Trust Account	0	0
Liabilities:
Derivative warrant liabilities		15,871,750
Fair Value, Inputs, Level 3 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	8,625,000
Fair Value, Inputs, Level 3 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 0	$ 7,246,750

Description of Organization, Business Operations and Basis of Presentation (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The change in the carrying value of the redeemable shares of Class A common stock in the

Post-IPO

Balance Sheet resulted in a decrease of approximately $5.5 million in additional

paid-in


As of December 15, 2020:	As Previously Reported			Adjustment			As Restated
Total assets	$	178,262,938		$	—		$	178,262,938

Total liabilities	$	21,335,781		$	—		$	21,335,781

Class A common stock subject to possible redemption		151,927,148			24,022,852			175,950,000
Preferred stock		—			—			—
Class A common stock		235			(235	)		—
Class B common stock		431			—			431
Additional paid-in capital		5,510,215			(5,510,215	)		—
Accumulated deficit		(510,872	)		(18,512,402	)		(19,023,274	)

Total stockholders’ equity (deficit)	$	5,000,009		$	(24,022,852	)	$	(19,022,843	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	178,262,938		$	—		$	178,262,938


As of December 31, 2020:	As Previously Reported			Adjustment			As Restated

Total assets	$	177,701,799		$	—		$	177,701,799

Total liabilities	$	23,222,304		$	—		$	23,222,304
Class A common stock subject to possible redemption		149,479,490			26,470,510			175,950,000
Preferred stock		—			—			—
Class A common stock		260			(260	)		—
Class B common stock		431			—			431
Additional paid-in capital		7,957,848			(7,957,848	)		—
Accumulated deficit		(2,958,534	)		(18,512,402	)		(21,470,936	)

Total stockholders’ equity (deficit)	$	5,000,005		$	(26,470,510	)	$	(21,470,505	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	177,701,799		$	—		$	177,701,799

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Period from July 31, 2020 (inception) through December 31, 2020
	As Restated			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A common stock subject to possible redemption	$	165,443,398		$	(165,443,398	)	$	—
Change in value of Class A common stock subject to possible redemption	$	(15,963,908	)	$	15,963,908		$	—


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—		$	(2,958,534	)
Weighted average shares outstanding		17,250,000			(15,170,213	)		2,079,787
Basic and diluted earnings per share	$	0.00		$	(0.50	)	$	(0.50	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment		As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—	$	(2,958,534	)
Weighted average shares outstanding		3,817,819			0		3,817,819
Basic and diluted earnings per share	$	(0.77	)	$	0.27	$	(0.50)

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:


As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	177,267,667	$	—		$	177,267,667
Total liabilities	$	16,708,174	$	—		$	16,708,174
Class A common stock subject to possible redemption		155,559,486		20,390,514			175,950,000
Preferred stock		—		—			—
Class A common stock		200		(200	)		—
Class B common stock		431		—			431
Additional paid-in capital		1,877,912		(1,877,912	)		—
Retained Earnings (accumulated deficit)		3,121,464		(18,512,402	)		(15,390,938	)
Total stockholders’ equity (deficit)	$	5,000,007	$	(20,390,514	)	$	(15,390,507	)
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit)	$	177,267,667	$	—		$	177,267,667

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Three Months Ended March 31, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	6,079,996	$	(6,079,996	)	$	—

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:


As of June 30, 2021:	As Previously Reported			Adjustment			As Restated
Total assets	$	176,891,038		$	—		$	176,891,038
Total liabilities	$	27,989,326		$	—		$	27,989,326
Class A common stock subject to possible redemption		143,901,702			32,048,298			175,950,000
Preferred stock		—			—			—
Class A common stock		314			(314	)		—
Class B common stock		431			—			431
Additional paid-in capital		13,535,582			(13,535,582	)		—
Retained earnings (accumulated deficit)		(8,536,317	)		(18,512,402	)		(27,048,719	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(32,048,298	)	$	(27,048,288	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	176,891,038		$	—		$	176,891,038

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Six Months Ended June 30, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,577,788	$	(5,577,788	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	0.28		$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.54	)	$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.26	)	$	(0.26	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	1.41		$	(1.13	)	$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(2.70	)	$	2.16		$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(1.29	)	$	1.03		$	(0.26	)

Commitments and Contingencies	5 Months Ended	9 Months Ended
Commitments and Contingencies	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the Initial Public Offering, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights following the consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the IPO. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the IPO, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination.

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares			12 Months Ended
	Dec. 31, 2020	Dec. 15, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50	$ 11.50	$ 11.50
Volatility	15.00%	15.00%	15.40%
Stock price	$ 9.98	$ 9.57	$ 9.98
Expected life of the options to convert	6 days 12 hours	6 days 12 hours	6 years 6 months 14 days
Risk-free rate	0.58%	0.58%	0.58%
Dividend yield	0.00%	0.00%	0.00%

Initial Public Offering	5 Months Ended	9 Months Ended
Initial Public Offering	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 4—Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each 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 (see Note 6).	Note 3. Initial Public Offering. On December 15, 2020, the Company consummated its IPO of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each 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 (see Note 5).

Significant Accounting Policies

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3—Summary of Significant Accounting Policies

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments held in Trust Account

Financial Instruments

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Derivative 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

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period. In accordance with ASC

825-10

815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

Offering Costs Associated with the Initial Public Offering

$0.4

Class A Common Stock Subject to Possible Redemption

Net Income (Loss) Per Common Stock

The calculation

15,800,000

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	The Period From July 31, 2020 (Inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.50	)	$	(0.50	)

Income Taxes

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

tax

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2. Significant Accounting Policies

Use of Estimates

Concentration of Credit Risk

September

30, 2021 and

December

31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in Trust Account

Cash and Cash Equivalents

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “

Fair Value Measurements

,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

•

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•

Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period. In accordance with ASC Topic

825-10

re-measurement

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the IPO

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

17,250,000

Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

15,800,000

shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and for the period from July 31, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021						For the Period From July 31, 2020 (Inception) through September 30, 2020
	Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	1,532,738	$	383,185	$	(2,929,489	)	$	(732,372	)	$	—	$	(53,239	)
Denominator:
Basic and diluted weighted average common shares outstanding		17,250,000		4,312,500		17,250,000			4,312,500			—		3,750,000

Basic and diluted net income (loss) per common stock	$	0.09	$	0.09	$	(0.17	)	$	(0.17	)	$	—	$	(0.01	)

Income Taxes

September

30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $286,000 and $40,000, respectively, with a full valuation allowance against them.

as of September 30, 2021 and

December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts

Recent Adopted Accounting Standards

In August 2020, the FASB issued ASU

No. 2020-06,

Debt—D

ebt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity

’

s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity

’

s Own Equity

Subsequent Events - Additional Information (Details) - Inspirato [Member] - USD ($) $ in Millions		9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Business Combination, Consideration Transferred		$ 1,070
Business Combination, Valuation adjusted upward		20
Minimum [Member]
Subsequent Event [Line Items]
Business Combination, Integration Related Costs		$ 15
Subsequent Event [Member]
Subsequent Event [Line Items]
Business Combination, Consideration Transferred	$ 1,070
Business Combination, Valuation adjusted upward	20
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Business Combination, Integration Related Costs	$ 15

Significant Accounting Policies - Additional Information (Detail) - USD ($)	5 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Federal deposit insurance corporation coverage limit	$ 250,000	$ 250,000
Unrecognized tax benefits	0	0
Income tax penalties and interest accrued	$ 0	$ 0
Common shares subject to redemption	17,250,000	17,250,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	15,800,000
Deferred tax assets	$ 40,359	$ 286,000
Financing costs - derivative warrant liabilities	410,849
Private Placement Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		15,800,000
IPO [Member]
Financing costs - derivative warrant liabilities	$ 400,000
IPO [Member] \| Public Warrants [Member]
Class of warrant or right,issued during the period	8,625,000
IPO [Member] \| Private Placement Warrants [Member]
Class of warrant or right,issued during the period	7,175,000

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 396,362	$ 1,242,226
Prepaid expenses	258,173	509,248
Total current assets	654,535	1,751,474
Investments held in Trust Account	175,987,897	175,950,325
Total assets	176,642,432	177,701,799
Current liabilities:
Accounts payable	509,426	296,718
Accrued expenses	71,500	70,000
Franchise tax payable	173,872	83,836
Total current liabilities	754,798	450,554
Deferred underwriting commissions	6,900,000	6,900,000
Derivative warrant liabilities	18,170,000	15,871,750
Total Liabilities	25,824,798	23,222,304
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at $10.20 per share at September 30, 2021 and December 31, 2020, respectively	175,950,000	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	0	0
Accumulated deficit	(25,132,797)	(21,470,936)
Total Stockholders' Deficit	(25,132,366)	(21,470,505)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	176,642,432	177,701,799
Restated Balance [Member]
Stockholders' Deficit:
Additional paid-in capital		0
Accumulated deficit		(21,470,936)
Total Stockholders' Deficit		(21,470,936)
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at $10.20 per share at September 30, 2021 and December 31, 2020, respectively	175,950,000	175,950,000
Stockholders' Deficit:
Common stock	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock	$ 431	$ 431

Class A Common Stock Subject to Possible Redemption - Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet (Details) - USD ($)		5 Months Ended	9 Months Ended
	Dec. 15, 2020	Dec. 31, 2020	Sep. 30, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 172,500,000	$ 172,500,000
Accretion on Class A common stock subject to possible redemption amount		19,613,221
Class A common stock subject to possible redemption		175,950,000	$ 175,950,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		172,500,000	172,500,000
Fair value of Public Warrants at issuance		(7,417,500)	(7,417,500)
Offering costs allocated to Class A common stock subject to possible redemption		(8,745,721)	(8,745,721)
Accretion on Class A common stock subject to possible redemption amount		19,613,221	19,613,221
Class A common stock subject to possible redemption		$ 175,950,000	$ 175,950,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Restatement of Previously Issued Financial Statements (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of restatement of balance sheet, statement of operations and cash flow statement

The change in the carrying value of the redeemable shares of Class A common stock in the

Post-IPO

Balance Sheet resulted in a decrease of approximately $5.5 million in additional

paid-in


As of December 15, 2020:	As Previously Reported			Adjustment			As Restated
Total assets	$	178,262,938		$	—		$	178,262,938

Total liabilities	$	21,335,781		$	—		$	21,335,781

Class A common stock subject to possible redemption		151,927,148			24,022,852			175,950,000
Preferred stock		—			—			—
Class A common stock		235			(235	)		—
Class B common stock		431			—			431
Additional paid-in capital		5,510,215			(5,510,215	)		—
Accumulated deficit		(510,872	)		(18,512,402	)		(19,023,274	)

Total stockholders’ equity (deficit)	$	5,000,009		$	(24,022,852	)	$	(19,022,843	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	178,262,938		$	—		$	178,262,938


As of December 31, 2020:	As Previously Reported			Adjustment			As Restated

Total assets	$	177,701,799		$	—		$	177,701,799

Total liabilities	$	23,222,304		$	—		$	23,222,304
Class A common stock subject to possible redemption		149,479,490			26,470,510			175,950,000
Preferred stock		—			—			—
Class A common stock		260			(260	)		—
Class B common stock		431			—			431
Additional paid-in capital		7,957,848			(7,957,848	)		—
Accumulated deficit		(2,958,534	)		(18,512,402	)		(21,470,936	)

Total stockholders’ equity (deficit)	$	5,000,005		$	(26,470,510	)	$	(21,470,505	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	177,701,799		$	—		$	177,701,799

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Period from July 31, 2020 (inception) through December 31, 2020
	As Restated			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A common stock subject to possible redemption	$	165,443,398		$	(165,443,398	)	$	—
Change in value of Class A common stock subject to possible redemption	$	(15,963,908	)	$	15,963,908		$	—


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—		$	(2,958,534	)
Weighted average shares outstanding		17,250,000			(15,170,213	)		2,079,787
Basic and diluted earnings per share	$	0.00		$	(0.50	)	$	(0.50	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment		As Restated
For the Period from July 31, 2020 (inception) through December 31, 2020
Net loss	$	(2,958,534	)	$	—	$	(2,958,534	)
Weighted average shares outstanding		3,817,819			0		3,817,819
Basic and diluted earnings per share	$	(0.77	)	$	0.27	$	(0.50)

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:


As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	177,267,667	$	—		$	177,267,667
Total liabilities	$	16,708,174	$	—		$	16,708,174
Class A common stock subject to possible redemption		155,559,486		20,390,514			175,950,000
Preferred stock		—		—			—
Class A common stock		200		(200	)		—
Class B common stock		431		—			431
Additional paid-in capital		1,877,912		(1,877,912	)		—
Retained Earnings (accumulated deficit)		3,121,464		(18,512,402	)		(15,390,938	)
Total stockholders’ equity (deficit)	$	5,000,007	$	(20,390,514	)	$	(15,390,507	)
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit)	$	177,267,667	$	—		$	177,267,667

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Three Months Ended March 31, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	6,079,996	$	(6,079,996	)	$	—

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:


As of June 30, 2021:	As Previously Reported			Adjustment			As Restated
Total assets	$	176,891,038		$	—		$	176,891,038
Total liabilities	$	27,989,326		$	—		$	27,989,326
Class A common stock subject to possible redemption		143,901,702			32,048,298			175,950,000
Preferred stock		—			—			—
Class A common stock		314			(314	)		—
Class B common stock		431			—			431
Additional paid-in capital		13,535,582			(13,535,582	)		—
Retained earnings (accumulated deficit)		(8,536,317	)		(18,512,402	)		(27,048,719	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(32,048,298	)	$	(27,048,288	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	176,891,038		$	—		$	176,891,038

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


For the Six Months Ended June 30, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,577,788	$	(5,577,788	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:


	Earnings Per Share for Class A Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	0.28		$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.54	)	$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		17,250,000			—			17,250,000
Basic and diluted earnings per share	$	0.00		$	(0.26	)	$	(0.26	)


	Earnings Per Share for Class B Common Stock
	As Previously Reported			Adjustment			As Restated
For the Three Months Ended March 31, 2021
Net income	$	6,079,998		$	—		$	6,079,998
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	1.41		$	(1.13	)	$	0.28
For the Three Months Ended June 30, 2021
Net loss	$	(11,657,781	)	$	—		$	(11,657,781	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(2.70	)	$	2.16		$	(0.54	)
For the Six Months Ended June 30, 2021
Net loss	$	(5,577,783	)	$	—		$	(5,577,783	)
Weighted average shares outstanding		4,312,500			—			4,312,500
Basic and diluted earnings per share	$	(1.29	)	$	1.03		$	(0.26	)

Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Numerator:
Allocation of net income (loss)	$ (53,239)	$ 1,915,923	$ (11,657,782)	$ 6,079,998	$ (2,958,534)	$ (3,661,861)
Common Class A [Member]
Numerator:
Allocation of net income (loss)		$ 1,532,738			$ (1,043,325)	$ (2,929,489)
Denominator:
Basic and diluted weighted average common shares outstanding	0	17,250,000			2,079,787	17,250,000
Basic and diluted net income (loss) per common stock	$ 0	$ 0.09			$ (0.50)	$ (0.17)
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ (53,239)	$ 383,185			$ (1,915,209)	$ (732,372)
Denominator:
Basic and diluted weighted average common shares outstanding	3,750,000	4,312,500			3,817,819	4,312,500
Basic and diluted net income (loss) per common stock	$ (0.01)	$ 0.09			$ (0.50)	$ (0.17)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - $ / shares	5 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Temporary Equity [Line Items]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Common Class A [Member]
Temporary Equity [Line Items]
Temporary Equity shares authorized	100,000,000	100,000,000
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity voting rights	one	one
Temporary equity shares outstanding	17,250,000	17,250,000

Subsequent Events	5 Months Ended	9 Months Ended
Subsequent Events	Dec. 31, 2020	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 12—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, including in Note 2 — Restatement of Previously Issued Financial Statements, based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar-for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting.	Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Operations - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
General and administrative expenses	$ 19,764	$ 480,498	$ 108,674	$ 1,253,237
Franchise tax expenses	33,475	49,863	83,836	147,945
Loss from operations	(53,239)	(530,361)	(192,510)	(1,401,182)
Interest and investment income			325
Income earned on investments held in Trust Account	0	4,534	325	37,571
Financing costs - derivative warrant liabilities			(410,849)
Change in fair value of derivative warrant liabilities	0	2,441,750	(2,355,500)	(2,298,250)
Net income (loss)	$ (53,239)	1,915,923	(2,958,534)	(3,661,861)
Common Class A [Member]
Net income (loss)		$ 1,532,738	$ (1,043,325)	$ (2,929,489)
Weighted average shares outstanding	0	17,250,000	2,079,787	17,250,000
Basic and diluted net income (loss) per share	$ 0	$ 0.09	$ (0.50)	$ (0.17)
Common Class B [Member]
Net income (loss)	$ (53,239)	$ 383,185	$ (1,915,209)	$ (732,372)
Weighted average shares outstanding	3,750,000	4,312,500	3,817,819	4,312,500
Basic and diluted net income (loss) per share	$ (0.01)	$ 0.09	$ (0.50)	$ (0.17)