0001193125-22-032789 | 10-K | XBRL Viewer | Thayer Ventures Acquisition Corp

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Consolidated Balance Sheet - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 112,881	$ 1,242,226
Prepaid expenses	158,852	509,248
Total current assets	271,733	1,751,474
Investments held in Trust Account	175,992,381	175,950,325
Total Assets	176,264,114	177,701,799
Current liabilities:
Accounts payable	2,971,179	296,718
Accrued expenses	1,129,500	70,000
Franchise tax payable	178,303	83,836
Total current liabilities	4,278,982	450,554
Deferred underwriting commissions	6,900,000	6,900,000
Derivative Warrant Liabilities	15,484,000	15,871,750
Total Liabilities	26,662,982	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	175,950,000	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(26,349,299)	(21,470,936)
Total Stockholders' deficit	(26,348,868)	(21,470,505)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	176,264,114	177,701,799
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		175,950,000
Stockholders' Deficit:
Common stock	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock	$ 431	$ 431

Consolidated Balance Sheet (Parenthetical)		12 Months Ended
Consolidated Balance Sheet (Parenthetical)	Dec. 31, 2021 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Temporary equity, par or stated value per share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares subject to redemption		17,250,000	17,250,000
Common stock redemption price per share \| $ / shares		$ 10.20	$ 10.20
Preferred stock, par value \| $ / shares	$ 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	0
Common Class A [Member]
Temporary equity, par or stated value per share \| $ / shares			$ 0.0001
Common shares subject to redemption	17,250,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
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

Consolidated Statement of Operations - USD ($)	5 Months Ended	12 Months Ended
Consolidated Statement of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 108,674	$ 5,155,793
Franchise tax expenses	83,836	152,376
Loss from operations	(192,510)	(5,308,169)
Interest income on investment income	325	42,056
Financing costs - derivative warrant liabilities	(410,849)	0
Change in fair value of derivative warrant liabilities	(2,355,500)	387,750
Net loss	$ (2,958,534)	$ (4,878,363)
Common Class A [Member]
Weighted average shares outstanding	2,079,787	17,250,000
Basic and diluted net loss per share	$ (0.50)	$ (0.23)
Common Class B [Member]
Weighted average shares outstanding	3,817,819	4,312,500
Basic and diluted net loss per share	$ (0.50)	$ (0.23)

Consolidated Statement of Changes in Stockholder's Deficit - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member] Common Stock [Member]	Common Class B [Member] Common Stock [Member]
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
Excess of cash received over fair value of private placement warrants	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)
Net loss	(2,958,534)		(2,958,534)
Balance at Dec. 31, 2020	(21,470,505)	0	(21,470,936)	$ 0	$ 431
Balance (Shares) at Dec. 31, 2020				0	4,312,500
Net loss	(4,878,363)		(4,878,363)
Balance at Dec. 31, 2021	$ (26,348,868)	$ 0	$ (26,349,299)	$ 0	$ 431
Balance (Shares) at Dec. 31, 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.

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- 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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Consolidated Statements of Cash Flows - USD ($)	5 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (2,958,534)	$ (4,878,363)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on investments held in Trust Account	(325)	(42,056)
Financing costs - derivative warrant liabilities	410,849	0
Change in fair value of derivative warrant liabilities	2,355,500	(387,750)
General and administrative expenses paid by Sponsor under note payable	18,500	0
Changes in operating assets and liabilities:
Prepaid expenses	(509,248)	350,396
Accounts payable	61,811	2,674,461
Franchise tax payable	83,836	94,467
Accrued expenses		1,059,500
Net cash used in operating activities	(537,611)	(1,129,345)
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 change in cash	1,242,226	(1,129,345)
Cash - beginning of the period		1,242,226
Cash - end of the period	1,242,226	$ 112,881
Supplemental disclosure of noncash financing activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	25,000
Offering costs included in accrued expenses	70,000
Offering costs included in accounts payable	234,907
Offering costs included in note payable	116,188
Deferred underwriting commissions in connection with the initial public offering	$ 6,900,000

Description of Organization, Business Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 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 , 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 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 5 ) 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 4 ). 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. 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 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 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 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 $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. 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 The accompanying consolidated 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. 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. 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 December 31, 2021, the Company had approximately $113,000 outside of the Trust Account and a working capital deficit of approximately $3.8 million (not taking into account approximately $178,000 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 liquidity, 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 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 coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 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

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 consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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 December 31, 2021 and 2020.

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 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. 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).

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.

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

“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

consolidated

statement of operations as incurred.

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

consolidated

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 December 31, 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.

Deferred Underwriting Commissions

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 consolidated 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 Loss Per Share of 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 loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net 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 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 loss per share is the same as basic net loss per share for the year ended December 31, 2021 and 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 loss per share for each class of common stock:


	For the Year Ended December 31, 2021						For the Period from July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(3,902,690	)	$	(975,673	)	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		17,250,000			4,312,500			2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.23	)	$	(0.23	)	$	(0.50	)	$	(0.50	)

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. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million 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 December 31, 2021 and 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, 2021 and 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 Adopted Accounting Standards

In August 2020, the FASB issued ASU

No. 2020-06,

Debt—Debt 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 consolidated financial statements.

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	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 6 ).

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	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 December 31, 2021 and 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 December 31, 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 year ended December 31, 2021, no charges were incurred or accrued.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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.

Derivative Warrant Liabilities

12 Months Ended

Dec. 31, 2021

DerivativeWarrantLiabilities [Abstract]

DerivativeWarrantLiabilities [Text Block]

Note 6. Derivative Warrant Liabilities.

As of December 31, 2021 and 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.

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 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, 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

•

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 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.

Class A Common Stock Subject to Possible Redemption

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Class A Common Stock Subject to Possible Redemption

Note 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 December 31, 2021 and 2020, 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 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

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 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 December 31, 2021 and 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 December 31, 2021 and 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 accompanying 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 December 31, 2021 and 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

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9. Fair Value Measurements.

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.

December 31, 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	$	175,992,381	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	8,452,500	$	—	$	—
Derivative warrant liabilities (private)	$	—	$	7,031,500	$	—

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 year ended December 31, 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 year ended December 31, 2021, the Company recognized a

non-operating

gain resulting from a decrease in the fair value of liabilities of approximately $388,000, presented as change in fair value of derivative warrant liabilities on the accompanying 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 year ended December 31, 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 1		(4,376,750	)
Change in fair value of warrant liabilities		—


Derivative warrant liabilities at December 31, 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

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 10. 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, 2021.

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


	December 31, 2021			December 31, 2020
Current
Federal	$	—		$	—
State		—			—
Deferred
Federal		(1,111,168	)		(40,359	)
State		—			—
Valuation allowance		1,111,168			40,359

Income tax provision	$	—		$	—

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


	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryover	$	5,630		$	17,537
Start-up/Organization costs		1,105,538			22,822

Total deferred tax assets		1,111,168			40,359
Valuation allowance		(1,111,168	)		(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, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 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, 2021			December 31, 2020
Statutory Federal income tax rate		21.0	%		21.0	%
Financing cost - derivative warrant liabilities		0.0	%		(2.92	)%
Change in fair value of derivative warrant liabilities		1.67	%		(16.72	)%
Change in Valuation Allowance		(22.7	)%		(1.4	)%

Income Taxes Expense (Benefit)		0.0	%		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
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-Paragraph 21
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-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

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the 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 consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments held in Trust Account

Investments Held in Trust Account

Financial Instruments

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 consolidated balance sheets.

Fair Value Measurement

Fair Value Measurements

•

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

Derivative Warrant Liabilities

re-assessed

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

825-10

consolidated

statement of operations as incurred.

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

consolidated

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 Initial Public Offering

Deferred Underwriting Commissions

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

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 Common Stock

Net 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 loss per share for each class of common stock:


	For the Year Ended December 31, 2021						For the Period from July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(3,902,690	)	$	(975,673	)	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		17,250,000			4,312,500			2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.23	)	$	(0.23	)	$	(0.50	)	$	(0.50	)

Income Taxes

Recent Accounting Pronouncements

Recent Adopted Accounting Standards

In August 2020, the FASB issued ASU

No. 2020-06,

Debt—Debt 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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Reconciliation of the Numerator and Denominator used to Compute Basic and Diluted Net Income (Loss)

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


	For the Year Ended December 31, 2021						For the Period from July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(3,902,690	)	$	(975,673	)	$	(1,043,325	)	$	(1,915,209	)
Denominator:
Basic and diluted weighted average common stock outstanding		17,250,000			4,312,500			2,079,787			3,817,819

Basic and diluted net loss per common stock	$	(0.23	)	$	(0.23	)	$	(0.50	)	$	(0.50	)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of fair value, measured on recurring basis

December 31, 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	$	175,992,381	$	—	$	—
Liabilities:
Derivative warrant liabilities (public)	$	8,452,500	$	—	$	—
Derivative warrant liabilities (private)	$	—	$	7,031,500	$	—

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 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, measured using Level 3 inputs, for the year ended December 31, 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 1		(4,376,750	)
Change in fair value of warrant liabilities		—


Derivative warrant liabilities at December 31, 2021	$	—

Class A Common Stock Subject to Possible Redemption (Tables)

12 Months Ended

Dec. 31, 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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

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


	December 31, 2021			December 31, 2020
Current
Federal	$	—		$	—
State		—			—
Deferred
Federal		(1,111,168	)		(40,359	)
State		—			—
Valuation allowance		1,111,168			40,359

Income tax provision	$	—		$	—

Schedule of deferred tax assets and liabilities

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


	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryover	$	5,630		$	17,537
Start-up/Organization costs		1,105,538			22,822

Total deferred tax assets		1,111,168			40,359
Valuation allowance		(1,111,168	)		(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, 2021			December 31, 2020
Statutory Federal income tax rate		21.0	%		21.0	%
Financing cost - derivative warrant liabilities		0.0	%		(2.92	)%
Change in fair value of derivative warrant liabilities		1.67	%		(16.72	)%
Change in Valuation Allowance		(22.7	)%		(1.4	)%

Income Taxes Expense (Benefit)		0.0	%		0.0	%

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		5 Months Ended
	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021	Aug. 11, 2020
Shares issued during period new issues	17,250,000
Share price	$ 10.20		$ 18.00
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
Cash		1,242,226	$ 112,881
Working capital deficit			$ 3,800,000
Issuance of common stock to sponsor		$ 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%
Threshold percentage on purchase of outstanding voting shares for business combination			50.00%
Net tangible assets required for business combination			$ 5,000,001
Threshold number of days allowed to consummate business combination		18 months
Minimum interest on trust deposits eligible to pay dissolution expenses			100,000
Deferred underwriting expense	6,900,000
Underwriting commission reimbursement	$ 1,700,000
Franchise tax payable		$ 83,836	$ 178,303
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
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%
Maximum percentage of shares redeemed on non completion of business combination			100.00%
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Federal deposit insurance corporation coverage limit		$ 250,000
Unrecognized tax benefits	$ 0	0	$ 0	$ 0
Income tax penalties and interest accrued	0	$ 0	$ 0	$ 0
Common shares subject to redemption			17,250,000	17,250,000
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding		15,800,000
Deferred Tax Assets, Valuation Allowance	$ 1,111,168	$ 40,359	$ 1,111,168	$ 40,359
Common Class A [Member]
Common shares subject to redemption	17,250,000	17,250,000

Summary of Significant Accounting Policies - Summary of Reconciliation of the Numerator and Denominator used to Compute Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Common Class A [Member]
Numerator:
Allocation of net loss	$ (1,043,325)	$ (3,902,690)
Denominator:
Basic and diluted weighted average common stock outstanding	2,079,787	17,250,000
Basic and diluted net loss per common stock	$ (0.50)	$ (0.23)
Common Class B [Member]
Numerator:
Allocation of net loss	$ (1,915,209)	$ (975,673)
Denominator:
Basic and diluted weighted average common stock outstanding	3,817,819	4,312,500
Basic and diluted net loss per common stock	$ (0.50)	$ (0.23)

Initial Public Offering - Additional Information (Detail) - USD ($)		5 Months Ended
	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021
Shares issued during period new issues	17,250,000
Share price	$ 10.20		$ 18.00
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
Number of securities called by each warrant	1

Related Party Transactions - Additional Information (Detail) - USD ($)					5 Months Ended
	Dec. 31, 2020	Dec. 15, 2020	Aug. 13, 2020	Aug. 11, 2020	Dec. 31, 2020	Dec. 31, 2021	Oct. 27, 2020
Related Party Transaction [Line Items]
Share price		$ 10.20				$ 18.00
Issuance of common stock to sponsor					$ 25,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount	$ 1,500,000				$ 1,500,000
Debt instrument, convertible conversion price	$ 1.00				$ 1.00
Notes payable, related parties						$ 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						0
Common stock, shares outstanding						0
Common stock, par value						$ 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 subscribed		562,500
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
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

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

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

Class A Common Stock Subject to Possible Redemption (Details) - $ / shares	5 Months Ended
	Dec. 31, 2020	Dec. 31, 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
Temporary equity, par or stated value per share	$ 0.0001
Temporary equity voting rights	one
Temporary equity shares outstanding	17,250,000	17,250,000

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
	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 172,500,000	$ 172,500,000
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
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)
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

- 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

Stockholder's Equity - Additional Information (Detail) - $ / shares		5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares outstanding	0	0	0	0
Common shares subject to redemption			17,250,000	17,250,000
Common Class A [Member]
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares authorized	100,000,000		100,000,000
Common stock, shares issued	0		0
Common stock, shares outstanding	0		0
Common shares subject to redemption	17,250,000	17,250,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, threshold percentage on conversion of shares	20.00%		20.00%

Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account	$ 175,992,381	$ 175,950,325
Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	8,452,500	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	7,031,500	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Investments held in Trust Account	0	0
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

Fair Value Measurements - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Fair value assets transfers	$ 0

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail)	12 Months Ended
	Dec. 31, 2021 $ / shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50
Volatility	15.40%
Stock price	$ 9.98
Expected life of the options to convert	6 years 6 months 14 days
Risk-free rate	0.58%
Dividend yield	0.00%

Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) - USD ($)	3 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 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 derivative warrant liabilities		$ 2,355,500		(387,750)
Derivative warrant liabilities, Ending balance		15,871,750	$ 15,484,000	15,484,000
Derivative Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	15,871,750		4,376,750	15,871,750
Issuance of Public and Private Warrants	(8,625,000)		(4,376,750)
Change in fair value of derivative warrant liabilities	(2,870,000)		0
Derivative warrant liabilities, Ending balance	$ 4,376,750	$ 15,871,750	$ 0	$ 0

Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Current
Federal	$ 0	$ 0
State	0	0
Deferred
Federal	(40,359)	(1,111,168)
State	0	0
Valuation allowance	40,359	1,111,168
Income tax provision	$ 0	$ 0

- Definition

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

+ References + Details

Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryover	$ 5,630	$ 17,537
Start-up/Organization costs	1,105,538	22,822
Total deferred tax assets	1,111,168	40,359
Valuation allowance	(1,111,168)	(40,359)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Additional Information (Detail) - USD ($)	Dec. 31, 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 Effective Income Tax Rate Reconciliation (Detail)	5 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory Federal income tax rate	21.00%	21.00%
Financing cost—derivative warrant liabilities	0.00%	(2.92%)
Change in fair value of derivative warrant liabilities	1.67%	(16.72%)
Change in Valuation Allowance	(22.70%)	(1.40%)
Income Taxes Benefit	0.00%	0.00%