F45 Training (FXLV) 10-K 22 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 22, 2022	Mar. 21, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-36773
Entity Registrant Name	F45 Training Holdings Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2529722
Entity Address, Address Line One	3601 South Congress Avenue
Entity Address, Address Line Two	Building E
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78704
City Area Code	737
Local Phone Number	787-1955
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 270
Entity Common Stock, Shares Outstanding		94,760,402
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Central Index Key	0001788717

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2021
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Costa Mesa, California

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 42,004	$ 28,967
Accounts receivable, net	27,788	9,582
Due from related parties	2,442	2,406
Inventories	12,300	4,485
Deferred costs	1,887	1,616
Prepaid expenses	12,706	2,891
Other current assets	9,515	2,452
Total current assets	108,642	52,399
Property and equipment, net	5,645	884
Deferred tax assets, net	22,716	7,096
Goodwill	4,614	0
Intangible assets, net	28,446	1,758
Deferred costs, net of current	11,871	11,215
Other long-term assets	21,960	5,165
Total assets	203,894	78,517
Current liabilities:
Accounts payable and accrued expenses	36,594	18,657
Deferred revenue	7,137	3,783
Interest payable	276	250
Current portion of long-term debt	0	5,847
Income taxes payable	9,624	3,499
Total current liabilities	53,631	32,036
Deferred revenue, net of current	7,385	10,312
Long-term derivative liabilities	0	36,640
Long-term debt, net of current	0	236,186
Other long-term liabilities	12,605	4,890
Total liabilities	73,621	320,064
Commitments and contingencies (Note 13)
Convertible preferred stock, $0.0001 par value; 0 and 9,854,432 shares issued and outstanding as of December 31, 2021 and 2020, respectively (Note 14)	0	98,544
Stockholders’ equity (deficit)
Common stock, $0.00005 par value; 95,806,063 and 29,281,514 shares issued and outstanding as of December, 2021 and 2020, respectively	5	1
Additional paid-in capital	662,946	11,456
Accumulated other comprehensive income (loss)	603	(982)
Accumulated deficit	(358,561)	(175,846)
Less: Treasury stock	(174,720)	(174,720)
Total stockholders' equity (deficit)	130,273	(340,091)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 203,894	$ 78,517

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Jul. 15, 2021	Jul. 14, 2021	Dec. 31, 2020	Dec. 30, 2020
Liabilities, convertible preferred stock and stockholders' equity (deficit)
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0			9,854,432
Preferred stock, shares outstanding (in shares)	0			9,854,432
Stockholders’ equity (deficit)
Common stock, par value (in dollars per share)	$ 0.00005	$ 0.00005	$ 0.00005	$ 0.00005
Common stock, shares issued (in shares)	95,806,063			29,281,514
Common stock, shares outstanding (in shares)	95,806,063			29,281,514	3,181,514

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Revenue	$ 134,022	$ 82,313
Costs and operating expenses:
Cost of revenue	33,893	29,650
Selling, general, and administrative expenses	182,667	57,827
Total costs and operating expenses	216,560	87,477
Loss from operations	(82,538)	(5,164)
Loss on derivative liabilities	48,603	8,818
Interest expense, net	59,353	9,399
Other income, net	(722)	(1,154)
Loss before income taxes	(189,772)	(22,227)
(Benefit) provision for income taxes	(7,057)	3,062
Net loss	(182,715)	(25,289)
Other comprehensive loss
Unrealized gain (loss) on interest rate swap, net of tax	196	(533)
Reclassification to interest expense from interest rate swaps	464	0
Foreign currency translation adjustment, net of tax	925	92
Comprehensive loss	$ (181,130)	$ (25,730)
Net loss per common share - Basic (in dollars per share)	$ (3.04)	$ (0.50)
Net loss per common share - Diluted (in dollars per share)	$ (3.04)	$ (0.50)
Weighted average common shares outstanding - Basic (in shares)	60,195,201	50,434,598
Weighted average common shares outstanding - Diluted (in shares)	60,195,201	50,434,598
Franchise
Revenues:
Revenue	$ 73,707	$ 52,555
Costs and operating expenses:
Cost of revenue	5,435	7,937
Equipment and merchandise
Revenues:
Revenue	60,315	29,758
Costs and operating expenses:
Cost of revenue	$ 28,458	$ 21,713

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Revenue from related parties	$ 6,000	$ 0
Franchise
Revenues:
Revenue from related parties	5,221	340
Equipment and merchandise
Revenues:
Revenue from related parties	16,289	116
Costs and operating expenses:
Related parties amount in cost of sales	$ 16,006	$ 4,067

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Convertible Preferred StockConvertible Preferred Stock	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019		11,000,000	58,000,000
Beginning balance at Dec. 31, 2019	$ (151,095)	$ 110,000	$ 3	$ 0	$ 0	$ (541)	$ (150,557)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock into common stock upon initial public offering (in shares)		(1,145,568)
Conversion of convertible preferred stock into common stock upon initial public offering		$ (11,456)
Conversion of preferred stock into common stock (in shares)			3,181,514
Conversion of preferred stock into common stock	11,456			11,456
Net loss	(25,289)						(25,289)
Repurchase of common stock (in shares)			(31,900,000)
Repurchase of common stock	(174,722)		$ (2)		(174,720)
Unrealized loss on interest rate swap, net of tax	(533)					(533)
Cumulative translation adjustment, net of tax	92					92
Ending balance (in shares) at Dec. 31, 2020		9,854,432
Ending balance at Dec. 31, 2020	(340,091)	$ 98,544	$ 1	11,456	(174,720)	(982)	(175,846)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock into common stock upon initial public offering (in shares)		(9,854,432)
Conversion of convertible preferred stock into common stock upon initial public offering		$ (98,544)
Conversion of preferred stock into common stock (in shares)			27,368,102
Conversion of preferred stock into common stock	98,544		$ 1	98,543
Conversion of convertible notes into common stock upon initial public offering (in shares)			14,847,066
Conversion of convertible notes into common stock upon initial public offering	191,518		$ 1	191,517
Stock-based compensation	83,677			83,677
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs of $5.8 million (in shares)			19,057,889
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs of $5.8 million	277,755		$ 1	277,754
Restricted stock units vested but not yet issued (in shares)			5,251,492
Restricted stock units vested but not yet issued	0		$ 1
Net loss	(182,715)						(182,715)
Unrealized gain on interest rate swap, net of tax	196					196
Reclassification to interest expense from interest rate swap	464					464
Unrealized loss on interest rate swap, net of tax	196
Cumulative translation adjustment, net of tax	925					925
Ending balance (in shares) at Dec. 31, 2021		0	95,806,063
Ending balance at Dec. 31, 2021	$ 130,273	$ 0	$ 5	$ 662,946	$ (174,720)	$ 603	$ (358,561)

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 5.8

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (182,715)	$ (25,289)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	396	371
Amortization of intangible assets	2,753	719
Amortization of deferred costs	2,545	1,558
Accretion and write-off of debt discount	31,585	1,315
Write-off of deferred offering costs	0	6,671
Bad debt expense	8,746	6,709
Stock-based compensation	88,154	0
Gain on disposal of property and equipment	(6)	0
Prepayment penalty included in interest expense	13,034	0
Paycheck Protection Program loan forgiveness	(2,063)	0
Loss on derivative liabilities	48,603	8,818
Provision for inventory	155	168
Paid-in kind interest accrual	12,851	5,868
Deferred income taxes	(16,109)	(2,270)
Unrealized foreign currency transaction gains (losses)	1,009	(463)
Changes in operating assets and liabilities:
Due from related parties	(42)	(2,232)
Accounts receivable, net	(25,522)	(2,581)
Inventories	(8,225)	991
Prepaid expenses	(9,857)	691
Other current assets	(7,787)	(1,809)
Deferred costs	(3,553)	(3,826)
Other long-term assets	(16,668)	(2,320)
Accounts payable and accrued expenses	13,527	64
Deferred revenue	817	(13,033)
Interest payable	29	250
Income taxes payable	6,010	(2,557)
Other long-term liabilities	4,605	2,365
Net cash used in operating activities	(37,728)	(19,822)
Cash flows from investing activities
Purchases of property and equipment	(3,454)	(469)
Disposal of property and equipment	0	2
Acquisition of Flywheel	(25,033)	0
Acquisition of Vive	(3,695)	0
Purchases of intangible assets	(3,189)	(1,070)
Net cash used in investing activities	(35,371)	(1,537)
Cash flows from financing activities
Repurchase of common stock	0	(174,720)
Borrowings under Revolving Facility	0	8,140
Borrowings under Subordinated Convertible Debt	0	100,000
Borrowings under 2nd Lien Term Loan	0	125,000
Proceeds from issuance of Common Stock, net of offering costs	277,753	0
Repayment of 1st Lien Loan	(33,688)	(3,562)
Repayment of 2nd Lien Loan	(137,443)	0
Prepayment premium on 2nd Lien Loan	(13,034)	0
Deferred financing costs	(1,012)	(5,150)
Deferred offering costs	0	(4,219)
Repayment of Revolving Facility	(7,000)	(5,000)
Repayment of Vive's debt	(198)	0
Proceeds from Paycheck Protection Program loan	0	2,063
Net cash provided by financing activities	85,378	42,552
Effect of exchange rate changes on cash and cash equivalents	758	(493)
Net increase in cash and cash equivalents	13,037	20,700
Cash and cash equivalents at beginning of period	28,967	8,267
Cash and cash equivalents at end of period	42,004	28,967
Supplemental disclosures of cash flow information
Interest paid	14,903	1,684
Income taxes paid	2,479	5,812
Supplemental disclosure of noncash financing and investing activities:
Conversion of convertible debt and derivative liabilities into common stock	191,518	0
Intangible assets included in accounts payable and accrued expenses	0	73
Embedded conversion and redemption features	0	27,822
Conversion of convertible preferred stock into common stock	$ 98,544	$ 0

Nature of the business and basi

Nature of the business and basis of presentation	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the business and basis of presentation	Nature of the business and basis of presentation Organization F45 Training Holdings Inc. (“F45 Training Holdings”, the “Company”, or “F45”) was incorporated in the State of Delaware on March 12, 2019 as a C-Corp. The Company and its subsidiaries are engaged in franchising and licensing the F45 Training brand to fitness facilities in multiple countries across the globe. Transaction with MWIG LLC (“MWIG”) On March 15, 2019, MWIG, a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg, made a minority preferred investment in the Company. On March 15, 2019, F45 Training Holdings, MWIG and Flyhalf Acquisition Company Pty Ltd, a newly incorporated wholly-owned, indirect subsidiary of F45 Training Holdings, entered into a Share Purchase Agreement (“SPA”) with F45 Aus Hold Co Pty Ltd (“F45 Aus Hold Co”) and its existing stockholders pursuant to which F45 Training Holdings became the ultimate parent of F45 Aus Hold Co and its subsidiaries. Upon the consummation of the transaction with MWIG, the existing stockholders and MWIG held 72.5% and 27.5% ownership interests, respectively, in the Company and, its wholly-owned subsidiaries. On December 30, 2020, MWIG converte d 1,145,568 shares of preferred stock of the Company into 3,181,514 shares of common stock of the Company and sold those shares of common stock to affiliates of L1 Capital Fund, an Australian based global fund manager. See Note 14—Convertible preferred stock and stockholders’ equity (deficit) for further discussion. Pursuant to the SPA and in return for acquiring 100% of the shares in F45 Aus Hold Co, F45 Training Holdings issued 29,000,000 shares of common stock to the existing stockholders of F45 Aus Hold Co proportionate to their relative ownership of the common stock of F45 Aus Hold Co and its wholly-owned subsidiaries. As a result of this transaction, there was no change in control. All references to shares in the consolidated financial statements and the notes to the consolidated financial statements presented herein, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the effects of the transaction retrospectively as of the earliest period presented in the consolidated financial statements. 2020 Stock repurchase agreements On October 6, 2020, the Company entered into stock repurchase agreements (“Repurchase Agreements”) with 2M Properties Pty Ltd and Robert Deutsch, in which the Company purchased a total of 31,900,000 shares of common stock for $174.7 million. In addition, the Company paid a $2.5 million bonus to Mr. Deutsch. As a result of the Repurchase Agreements, these two parties no longer own any common stock in the Compan y . Initial public offering The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on July 14, 2021, and the Company’s common stock began trading on the New York Stock Exchange on July 15, 2021. On July 15, 2021, the Company completed its IPO of 20,312,500 shares of the Company’s common stock, $0.00005 par value per share at an offering price of $16.00 per share. The Company sold 18,750,000 shares and one of the Company’s existing stockholders sold an aggregate of 1,562,500 shares. The Company received aggregate net proceeds of approximately $277.8 million after deducting underwriting discounts. commissions and other offering costs. Immediately prior to the closing of the IPO, the Company amended and restated its article of incorporation and its bylaws authorizing an increase of capital stock to 215,000,000 shares with a par value of $0.00005 per share. Upon completion of the IPO, 9,854,432 shares of the Company’s redeemable convertible preferred stock then outstanding with a carrying value of $98.5 million were automatically converted into an aggregate of 27,368,102 shares of the Company’s common stock and the Company’s outstanding convertible notes were converted into an aggregate of 14,847,066 shares of common stock. Following the completion of the IPO, the Company only has outstanding common stock. On August 13, 2021, the underwriters in the Company’s IPO exercised in part their over allotment option to purchase an additional 307,889 shares of the Company’s common stock from the Company and to purchase an additional 1,231,555 shares of the Company’s common stock from the selling stockholder at a public offering price of $16.00 per share. The over allotment sale was consummated on August 17, 2021 and the Company received $4.6 million in net proceeds from the purchase of the additional 307,889 shares after deducting underwriting discounts and commissions and utilized the net p roceeds for continuing operations and to pay expenses related to the offering. Basis of presentation The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements reflect all normal recurring adjustments which are considered necessary for the fair presentation of the financial position of the Company as of December 31, 2021 and 2020. All intercompany balances and transactions have been eliminated in consolidation.

Summary of significant accounti

Summary of significant accounting policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of significant accounting policies	Summary of significant accounting policies Stock split In July 2021, the Company effected a 2-for-1 forward stock split of its common stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became two shares of common stock. The par value per share of common stock was adjusted from $0.0001 to $0.00005. All share, per share and related information presented in the consolidated financial statements and accompanying notes has been retroactively adjusted, where applicable, to reflect the impact of the stock split. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Key estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition, allowance for doubtful accounts, depreciation of long-lived assets, valuation of acquired assets and liabilities assumed as part of a business combination, internally developed software, amortization of intangible assets, impairment of long-lived assets, goodwill, and intangible assets, fair value of derivative instruments, fair value of stock-based awards, and accounting for income taxes. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from these estimates. Cash and cash equivalents Cash and cash equivalents consist of bank deposits. The Company holds cash and cash equivalents at major financial institutions, which often exceed insured limits. Historically, the Company has not experienced any losses due to such bank depository concentration. Accounts receivable and allowance for doubtful accounts Accounts receivable is primarily comprised of amounts owed to the Company resulting from fees due from franchisees. The Company evaluates its accounts receivable on an ongoing basis and establishes an allowance for doubtful accounts based on historical collections and specific review of outstanding accounts receivable. Accounts receivable are written off as uncollectible when it is determined that further collection efforts will be unsuccessful. The change in allowance for doubtful accounts is as follows (in thousands): For the Year Ended December 31, 2021 2020 Balance as of beginning of the year $ 5,746 PY $ 1,069 Provisions for bad debts, included in selling, general and administrative 8,746 a 6,709 Uncollectible receivables written off (6,360) (2,032) Balance as of end of the year $ 8,132 $ 5,746 Inventories Inventory is carried at the lower of cost or net realizable value. Inventory primarily consists of finished goods such as merchandise and equipment. The first-in, first-out method is used to determine the cost of inventories held for sale to franchisees. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to reflect the lower of cost or net realizable value. If actual market conditions are less favorable than those projected by the Company, further charges may be required. The Company wrote off $0.2 milli on and $0.2 million in inventories during the years ended December 31, 2021 and 2020, respectively, related to obsolete inventory. Property and equipment Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life. Refer to Note 3 — Property and equipment, net for useful lives of property and equipment. Leasehold improvements depreciates over the shorter of the lease term or the estimated useful life of the related asset. Maintenance and repair costs are expensed in the period incurred. Expenditures for purchases and improvements that extend the useful lives of property and equipment are capitalized and depreciated over the term of the lease or useful life of the equipment. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Construction in progress Construction in progress (“CIP”) consists of costs associated with the leasehold improvement activities of the Company’s new headquarter in Austin, Texas. Capitalization of these costs ceases and CIP is transferred to property and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized for until the assets are completed and ready for their intended use. Business combination The Company includes the results of operations of the businesses that the Company acquires as of the acquisition date. The Company allocates the consideration transferred of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions, including projections of future events and operating performance. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Goodwill and intangible assets Goodwill and intangible assets that arise from acquisitions are recorded in accordance with Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other . In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade and brand names, customer relationships, and reacquired franchise rights. Transactions are evaluated to determine whether any gain or loss on reacquired franchise rights, based on their fair value, should be recognized separately from identified intangibles. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. The Company evaluates the reporting units periodically, as well as when changes in the operating segments occur. For changes in reporting units, the Company reassigns goodwill using a relative fair value allocation approach. The Company capitalizes costs associated with software developed or obtained for internal use when the preliminary project stage is completed. These capitalized costs are included in intangible assets and include third party cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized to selling, general and administrative expenses using the straight-line method over an estimated useful life of three years commencing when the software development project is ready for its intended use. Amounts related to software development that are not capitalized are charged immediately to selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The recoverability of software development costs capitalized under ASC 350-40 is evaluated in accordance with the methodology noted within the “Impairment of long-lived assets, goodwill, and intangible assets” section below. When, in management’s estimate, future cash flows will not be sufficient to recover previously capitalized costs, the Company expenses these capitalized costs to selling, general and administrative expenses in the period such a determination is made. Goodwill, trade names and trademarks have an indefinite life and are not amortized, but are tested annually for impairment or more frequently if impairment indicators arise, as described below. Impairment of long-lived assets, goodwill, and intangible assets The Company assesses potential impairment of its long-lived assets, which include property and equipment and amortizable intangible assets, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Goodwill is tested annually for impairment or more frequently when an event or circumstance indicates that goodwill might be impaired. Generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If factors indicate that this is the case, the Company then estimates the fair value of the related reporting unit. If the fair value is less than the carrying value, the goodwill of the reporting unit is determined to be impaired and the Company will record an impairment equal to the excess of the carrying value over its fair value. The indefinite-lived intangible asset impairment test consists of a comparison of the fair value of each asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. The Company is also permitted to make a qualitative assessment of whether it is more likely than not an indefinite-lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If based on the Company’s qualitative assessment it is more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment may be required. The Company also tests for impairment whenever events or circumstances indicate that the fair value of such indefinite-lived intangible asset has been impaired. If impairment indicators arise with respect to finite-lived intangible assets, the Company evaluates impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then the Company estimates the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. The Company recognizes any shortfall from carrying value as an impairment loss in the current period. The Company completed the required annual impairment test of goodwill and indefinite-lived intangible assets as of October 1, 2021. There were no impairment charges recorded on the Company’s long-lived assets, goodwill and indefinite-lived and finite-lived intangible assets during the years ended December 31, 2021 and 2020. Deferred IPO costs Deferred IPO costs, which consist primarily of direct incremental legal and accounting fees relating to the IPO, registration fees, filing fees, and listing fees, are capitalized. As of December 31, 2021, the deferred IPO costs of $5.8 million were recorded in additional paid-in capital in the consolidated balance sheets as a reduction from the proceeds of the IPO. During the year ended December 31, 2020, $4.7 million of offering costs were expensed as a prior transaction was terminated during the year. There were no deferred IPO costs as of December 31, 2020. Debt issuance costs Debt issuance costs of $1.0 million and $5.2 million were incurred during the years ended December 31, 2021 and 2020, respectively, for arranging the Company’s various debt instruments. The debt issuance costs of $1.0 million associated with the revolving facility during the year ended December 31, 2021 are recorded as deferred co sts in the consolidated balance sheets and amortized over the term of the related debt on a straight-line basis. The debt issuance costs of $5.2 million associated with the term loan facilities during the year ended December 31, 2020 are recorded as an offset within debt in the consolidated balance sheets and accr eted over the term of the related debt using the effective interest rate method. Revenue from contracts with customers The Company’s contracts with customers are typically comprised of multiple performance obligations, including exclusive franchise rights to access the Company’s intellectual property to operate an F45 Training-branded fitness facility in a specific territory (franchise agreements), a material right related to discounted renewals of the franchis e agreements (both reflected in franchise revenue in the consolidated statements of operations and comprehensive loss) and equipment and merchandise. Taxes collected from customers and remitted to government authorities are recorded on a net basis. Franchise revenue The Company’s primary performance obligation under the franchise agreement is granting certain exclusive rights to access the Company’s intellectual property to operate an F45 Training-branded fitness facility in a defined territory. This performance obligation is a right to access the Company’s intellectual property, which is satisfied ratably over the term of the franchise agreement. Renewal fees are generally recognized over the renewal term for the respective agreement from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer. Franchise agreements generally consist of an obligation to grant exclusive rights over a defined territory and may include options to renew the agreement. Earlier franchise agreements had an initial term of three years while more recent agreements have an initial term of five years. With the Company’s approval, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is paid. The Company’s arrangements have no financing elements as there is no difference between the promised consideration and the cash selling price. Additionally, the Company has assessed that a significant amount of the costs incurred under the contract to perform are incurred up-front. Franchise revenue consists primarily of upfront establishment fees, monthly franchise fees and other franchise-related fees. The upfront establishment fee is payable by the franchisee upon signing a new franchise agreement and monthly franchise and related fees are payable throughout the term of the franchise license. Historically, franchisees have paid a fixed monthly franchise fee. For new franchisees the franchise fee is based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue. Discounted franchise agreement renewal fees The Company’s franchise agreements may include discounted renewal options allowing franchisees to renew at no cost or at a reduction of the initial upfront establishment fee. The resulting discount in fees at renewal provides a material right to franchisees. The Company’s obligation to provide future discounted renewals to franchisees are accounted for as separate performance obligations. The value of these material rights related to the future discount was determined by reference to the estimated franchise agreement term, which has been estimated to be 10 years, and related estimated transaction price. The estimated transaction price allocated to the franchise agreements, including the upfront establishment fee, is recognized as revenue over the estimated contract term of 10 years, which gives recognition to the renewal option containing a material right. At the end of the initial contract term, any unrecognized transaction price would be recognized during the renewal term, if exercised, or whe n the renewal option expires, if unexercised. Equipment and merchandise revenue The Company requires its franchisees to purchase fitness and technology equipment directly from the Company and payment is required to be made prior to the placement of the franchisees’ orders. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the franchisee, which is when the franchisee obtains physical possession of the goods, legal title has transferred, and the franchisee has all risks and rewards of ownership. The franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment and merchandise revenue and freight costs are recorded within cost of equipment and merchandise revenue. The Company is the principal in a majority of its equipment revenue transactions as the Company controls its proprietary equipment prior to delivery to the franchisee, has pricing discretion over the goods, and has primary responsibility to fulfill the franchisee order through its direct third-party vendor. The Company is the agent in a limited number of equipment and merchandise revenue transactions where the franchisee interacts directly with third-party vendors for which the Company receives a rebate on sales directly from the vendor. Allocation of transaction price The Company’s contracts include multiple performance obligations—typically the franchise license, equipment and material rights for discounted renewal fees. Judgment is required to determine the standalone selling price for these performance obligations. The Company does not sell the franchise license or World Pack equipment on a stand-alone basis (the Company’s contracts with customers almost always include both performance obligations), as such the standalone selling price of the performance obligations are not directly observable on a stand-alone basis. Accordingly, the Company estimates the standalone selling prices using available information including the prices charged for each performance obligation within its contracts with customers in the relevant geographies and market conditions. Individual standalone selling prices are estimated for each geographic location, primarily the United States, Australia and ROW, due to the unique market conditions of those performance obligations in each region. Contract Assets Contract assets primarily consist of unbilled revenue where the Company is utilizing the costs incurred as the measure of progress of satisfying the performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end in accordance with contract terms. The unbilled contract assets are principally the result of a number of multi-unit franchise agreements executed during 2021. As of December 31, 2021 and 2020, the Company had contract assets of $4.3 million and $1.2 million, respectively, in other curre nt assets, and $18.4 million and $4.9 million, respectively, in other long-term assets. These contract assets are subject to impairment assessment. During the years ended December 31, 2021 and 2020, the Company recognized $1.7 million and $0, respectively, of impairment charges with respect to these assets within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Deferred costs Deferred costs consist of incremental costs to obtain (e.g., commissions) and fulfill (e.g., payroll costs) a contract with a franchisee. Both the incremental costs to obtain and fulfill a contract with a franchisee are capitalized and amortized on a straight-line basis over the expected period if the Company expects to recover those costs. The Company reviews existing franchisee contract terminations and where terminations are identified associated contract and fulfillment costs are fully impaired. As of December 31, 2021 and 2020, the Company had $13.8 million and $12.8 million, respectively, of deferred costs to obtain and fulfill contracts with franchisees. During the years ended December 31, 2021 and 2020, the Company recognized $1.8 million and $1.6 million, respectively, in amortization of these deferred costs. The amortization of these costs is included in selling, general and administrative expenses for costs to obtain a contract and cost of franchise revenue for costs to fulfill a contract in the consolidated statements of operations and comprehensive lo ss. During the years ended December 31, 2021 and 2020, the Company recognized $0.8 million and $0, respectively, of impairment charges with respect to these assets within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss . Change in estimate During the height of the COVID-19 pandemic in 2020, the Company entered into franchise agreements that included a discount on upfront establishment fees and modified other contract terms as part of a limited-time promotional offer made exclusively to existing franchises (“limited-time promotional deals”). The Company deemed that the limited-time promotional deals did not meet the criteria of a contract at the inception of the agreement under ASC 606-10-25-1 due to the Company’s inability to determine that collectability under the agreements was probable, and as such, did not begin immediately recognizing revenue upon the inception of these franchise agreements . During the second quarter of 2021, the Company assessed the limited-time promotional deals and determined the criteria of a contract under ASC 606-10-25-1 had been met and, as a result, recorded a cumulative catch-up in revenue of $2.2 million. The Company noted the assessment of collectability was primarily driven by a review of post-COVID payment and collection history for franchisees who owned multiple studios within the Company's network, system-wide sales per region, and increases in post re-opening weekly visit volume and store-level gross sales volumes compared to specified periods in which the contracts were initially signed. The Company’s United States subsidiary, F45 Training, Inc., operates in various states within the United States which require the Company to defer collection of certain fees (“the Deferred States”), including the initial establishment fees, until certain criteria are met as specified by state and local requirements. In Deferred States, the Company concluded that the deferred establishment fees represent variable consideration as receipt was subject to uncertainty due to a lack of experience with contracts requiring deferral of establishment fees and uncertainty on the length of timing between inception of an agreement and the opening of a studio. As a result, establishment fees were excluded from the transaction price upon signing of the franchise agreements with franchises located in Deferred States. The Company re-evaluates the transaction price on its Deferred States franchise agreements if there is a significant change in facts and circumstances at the end of each reporting period. During the second quarter of 2021, the Company increased the transaction price of the Deferred States contracts by $1.7 million because of an enhanced history of franchise agreements and collections history on Deferred States franchise agreements, as well as a review of post-COVID payment and collection history for similar franchisees, resulting in the recognition of an additional $1.3 million in revenue during the year ended December 31, 2021. Consideration from a vendor Consideration from a vendor includes rebates that the Company can apply against the purchase price of the equipment acquired from the Company’s suppliers. Such consideration is accounted for by the Company as a reduction to the cost of sales of the related acquired equipment upon delivery to the franchisee. For the years ended December 31, 2021 and 2020, the Company recognized $6.0 million and $0, respectively, of consideration from its suppliers as a reduction to the cost of sales of equipment and merchandise in the consolidated statements of operations and comprehensive loss. Leases The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. During the years ended December 31, 2021 and 2020, the rent expense w as $2.9 million and $0.8 million, respectively, and recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Advertising Advertising and marketing costs are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising expenses included in selling, general and administrative expenses totaled $16.5 million and $4.0 million, respectively. Income taxes The Company uses the liability method to account for income taxes as prescribed by ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax (benefit) expense is the result of changes in deferred tax assets and liabilities. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates in the period during which they are signed into law. The factors used to assess the Company’s ability to realize its deferred tax assets are the Company’s forecast of future taxable income and available tax planning strategies that could be implemented. Under ASC 740, a valuation allowance is required when it is more likely than not that all or some portion of the deferred tax assets will not be realized due to the inability to generate sufficient future taxable income of the correct character. Failure to achieve previous forecasted taxable income could affect the ultimate realization of deferred tax assets and could negatively impact the Company’s effective tax rate on future earnings. Tax benefits from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits, which to date have not been material, are recognized within the (benefit) provision for income taxes. Foreign currency The functional currency for the Company is the United States dollar. The Company has determined all other international subsidiaries’ functional currencies are the local currency. The assets and liabilities of the international subsidiaries are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the consolidated statements of operations and comprehensive loss. Stock-based compensation Stock-based compensation cost is measured at the grant date, based on the fair value of the award. The Company estimates the fair value of stock-based payment awards subject to both performance and market conditions on the date of grant using a Monte Carlo simulation model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation cost for awards whose vesting is subject to the occurrence of both a performance condition and market condition is recognized immediately at the time the performance condition is achieved. Liability-classified awards are accounted at fair value at the grant date and remeasured at each reporting period until the awards are settled, with all changes in fair value recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Basic and diluted loss per share The Company computes loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock are participating securities, as preferred stockholders have rights to participate in dividends w ith the common stockholders on a pro-rata, as converted basis. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 —Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. • Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of cash and cash equivalents, accounts receivable, inventory, and accounts payable and accrued expenses, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. These estimated fair values may not be representative of actual values of the financial instruments that could have been realized or that will be realized in the future. The valuation techniques used to measure the fair value of the Company’s debt instruments and stock-based compensation are based on level 2 or 3 inputs. Derivative instruments Interest rat

Property and equipment, net

Property and equipment, net	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and equipment, net	Property and equipment, net Property and equipment, net, consists of the following as of December 31, 2021 and 2020 (in thousands): Estimated Useful Life December 31, 2021 December 31, 2020 (years) Vehicles 5 $ 177 $ 43 Furniture and fixtures 7 542 179 Office and other equipment 5 945 720 Leasehold improvements Lesser of lease term or useful life 2,825 675 Construction in progress n/a 2,241 — 6,730 1,617 Less accumulated depreciation (1,085) (733) Total property and equipment, net $ 5,645 $ 884 Depreciation expense related to property and equipment was $0.4 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. Depreciation expense was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Acquisition of Surf & Turf Holdings Pty Ltd (“Vive Active” or “Vive”) On October 29, 2021, Company entered into a share purchase agreement to acquire 100% of the outstanding stock of Vive Active. Vive Active, located in Australia, provides Pilates classes through its online platform and its studios. The consideration exchanged for the acquisition amounts to $7.5 million (50% cash up front and 50% deferred cash paid no later than 6 months after completion and which is not subject to any other conditions). The stock acquisition was a strategic transaction to leverage Vive’s intellectual property, content, and expertise to supplement the Company’s brands, to expand the Company’s corporate footprint across Australia and key global markets, and to leverage Vive management team’s experience in developing corporate-owned studios, As of December 31, 2021, the estimated fair values of the acquired assets and assumed liabilities were provisional estimates, based on the Company’s best estimates of fair value. The Company has not been able to obtain all of the necessary information to complete the valuation of each of the assets acquired and liabilities assumed since the acquisition closed late in the year. Consequently, more time is needed to obtain market data information, and adequately review and evaluate the information. These provisional estimates are subject to change as the Company completes all remaining steps in finalizing the purchase price allocation, but the Company does not expect material changes to the preliminary estimates below. The following table summarizes the fair value of the consideration transferred at the date of acquisition, as well as the calculation of goodwill based on the excess of consideration over the provisional fair value of net assets acquired (in thousands): Fair value of consideration transferred: Cash paid to shareholders $ 7,521 Less: cash acquired (19) Fair value of consideration transferred, net of cash acquired $ 7,502 Less net assets acquired: Assets acquired: Accounts receivable $ 7 Inventory 53 Prepaid expenses 31 Other assets 30 Property and equipment, net 1,292 Intangible assets 2,141 $ 3,554 Liabilities assumed: Accounts payable and accrued expenses $ (161) Short-term debt (170) Deferred tax liability (497) $ (828) Net assets acquired 2,726 Goodwill $ 4,776 The creation of goodwill in this transaction was the result of the expected growth in future cash flows and cost savings to be derived from economies of scale of combining Vive’s assets and workforce to the Company’s business operations. None of the goodwill is expected to be deductible for income tax purposes. The acquired intangible assets consist of the following: Useful Life (in years) Fair Value as of October 29, 2021 Brand name Indefinite $ 418 Software 6 485 Customer contracts 7 1,238 Total $ 2,141 The fair values of the customer contracts and brand name were based on multi-period excess earnings and relief from royalty methods, respectively. The fair value of the software was based on replacement cost method. Such methods are widely-accepted valuation techniques, which inherently use critical assumptions such as future revenue growth rates, royalty rates, and discount rates. Transaction related expenses of $0.3 million were expensed as incurred and are included in selling, general and administrative expens es in the consolidated statements of operations and comprehensive loss. Vive was consolidated into the consolidated financial statements starting on the acquisition date of October 29, 2021. For the year ended December 31, 2021, the Company’s consolidated revenue and consolidated net loss included $0.5 million and less than $0.1 million, respectively, attributable to Vive. The Company has not disclosed pro forma information of the combined business as the transaction is not material to the Company’s consolidated revenue or consolidated net loss. Acquisition of Flywheel Sports, Inc. (“Flywheel”) In April 2021, the Company entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5.0 million per year. The Company initially recorded $20.8 million of intangible assets when the license agreement became effective in April 2021 based on the present value of the annual payments throughout the term of the license agreement. On July 19, 2021, after the consummation of the IPO, the Company acquired certain assets of the Flywheel indoor cycling studio business for $25.0 million in cash consideration, effectively transferring control of the assets to the Company and terminating the license agreement entered into in April 2021. The acquisition was accounted as an asset acquisition. On the acquisition date, the Company reversed the net carrying amount of $19.8 million of intangible assets, net of accumulated amortization of $0.8 million, and $20.6 million of the related liability that was initially recorded under the license agreement, resulting in a decrease to the cash consideration transferred by $0.8 million. The net purchase consideration of $24.2 million was allocated to the assets acquired on a relative fair value basis, which primarily consisted of the client relationship management (“CRM”) software and trade names.

Goodwill and intangible assets

Goodwill and intangible assets	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and intangible assets	Goodwill and intangible assetsThe following table summarizes the useful lives and carrying values of goodwill and intangible assets, including internal-use software (in thousands): As of December 31, 2021 As of December 31, 2020 Useful Life Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value (in years) Goodwill n/a $ 4,614 $ — $ 4,614 $ — $ — $ — Internal-use software 3 $ 3,862 $ 2,077 $ 1,785 $ 2,767 $ 1,352 $ 1,415 Trade names & trademarks n/a 3,329 3,329 343 — 343 Customer contracts 7 1,194 30 1,164 — — — Acquired software 6 - 9 23,324 1,156 22,168 — — — Total intangible assets, net $ 31,709 $ 3,263 $ 28,446 $ 3,110 $ 1,352 $ 1,758 The amortization expense of intangible assets w as $2.8 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively, and was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The weighted average remaining life of internal-use software was 1.6 years and 1.7 years as of December 31, 2021 and 2020, respectively. The weighted average remaining life of acquired software was 4.8 years as of December 31, 2021. As of December 31, 2021, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service, is as follows (in thousands): Future Amortization 2022 $ 3,728 2023 3,386 2024 3,033 2025 2,788 2026 2,787 Thereafter 9,395 Total $ 25,117

Accounts payable and accrued ex

Accounts payable and accrued expenses	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	Accounts payable and accrued expenses Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, 2021 December 31, 2020 Accounts payable $ 4,777 $ 7,670 Accrued sales tax 5,944 3,423 Accrued payroll and benefits 1,677 1,399 Stock-based compensation liability 4,221 — Accrued inventory purchases 19,862 5,999 Other payables 113 166 Total $ 36,594 $ 18,657

Deferred revenue

Deferred revenue	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	Deferred revenueDeferred revenue results from establishment fees paid by franchisees at the outset of the contract term and the value of material rights related to discounted renewal options as well as equipment fees paid by franchisees prior to the transfer of the equipment. The following table reflects the change in deferred revenue from January 1, 2020 to December 31, 2021 (in thousands): Deferred Revenue Balance as of January 1, 2020 $ 23,941 Revenue recognized (21,460) Increase 11,614 Balance as of December 31, 2020 $ 14,095 Revenue recognized (31,229) Increase 31,656 Balance as of December 31, 2021 $ 14,522 Deferred revenue expected to be recognized within one year from the balance sheet date is classified as current, and the remaining balance is classified as non-current. Transaction price allocated to remaining performance obligations represents contracted franchise and equipment revenue that has not yet been recognized, which includes deferred revenue recognized as revenue in future periods. Total contract revenues from franchisees yet to be recognized as revenue wa s $225.7 million as of December 31, 2021, of which the Company expects to recognize approximately 21% of the revenue over the next 12 months and the remainder thereafter.

Debt

Debt	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Debt	Debt Subordinated Convertible Debt Agreement On October 6, 2020, the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”), whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes have an annual interest rate of 8.28%, which accrues as paid-in-kind through the duration of the contract. Repayment of principal and accrued interest may be made in cash or shares of the Company upon the occurrence of certain qualifying events or at the end of the contract term (“PIK Interest”). Interest is accrued over the term of the debt and is payable upon repayment at maturity or earlier upon the occurrence of certain events. The outstanding balance of the Convertible Notes, including PIK Interest, as of December 31, 2020 was $102.0 million. As a part of the subordinated convertible debt agreement, the Company identified embedded derivatives that require bifurcation under ASC 815, Derivatives and Hedging, relating to the contingent conversion option, payment of liquidation, default payment and prepayment options. See Note 9—Derivative instruments for further discussion on the Company’s accounting for these embedded derivatives. In conjunction with the IPO on July 15, 2021, the outstanding Convertible Notes of $106.3 million of principal and interest were converted into 14,847,066 shares of common stock at a conversion price of $16.00. The unamortized debt discount of $23.7 million remaining as of the conversion date was recognized as interest expen se in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. As of December 31, 2021, there were no Convertible Notes and PIK interest outstanding. Subordinated Second Lien Term Loan On October 6, 2020, the Company e ntered into a Subordinated Second Lien Term Loan (“Subordinated Credit Agreement”) with certain lenders which committed the lenders to provide $125 million of financing to the Company in exchange for a note payable. This agreement matures over a five-year period that carries a Paid-In Kind (“PIK”) Inter est rate of 13.00%. PIK Interest is accrued over the term of the Subordinated Credit Agreement. The Subordinated Credit Agreement has a maturity date of October 5, 2025. The outstanding balance of the note, including PIK Interest, payable as of December 31, 2020 was $124.2 million, net of unamortized debt issuance costs of $4.7 million. . In connection with issuing the note, the Company paid the lenders approximately $3.8 million in fees. Similarly, the Company paid third parties fees of approximately $1.0 million associated with issuing the note. The Company determined that all fees paid to the lenders and third parties would result in a reduction of the initial carrying amount of the note. The Company amortized the debt discount and debt issuance costs into interest expense utilizing the effective interest method. Beginning with the first fiscal quarter ending after the first anniversary of the agreement effective date and as of the last day of each fiscal quarter thereafter, the Company must not permit the Total Leverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of such fiscal quarter, to exceed 8.00 to 1.00; provided, that for purposes of determining the Total Leverage Ratio with respect to any fiscal quarter in which studios that have been closed by government mandate due to COVID-19, EBITDA shall be adjusted by a percentage equal to (1) the excess (if any) of (x) the number of studios that were closed by government mandate due to COVID-19 during such fiscal quarter over (y) the number of studios that were closed by government mandate due to COVID-19 as of the Effective Date, divided by (2) the total number of studios during such fiscal quarter. On July 19, 2021, the Company repaid in full all outstanding indebtedness and terminated all commitments and obligations under the Subordinated Credit Agreement. The Company used proceeds from its IPO to repay $150.5 million under the terms of the Subordinated Credit Agreement, inclusive of a prepayment penalty of $3.8 million and penalty of six months of advanced interest for $9.3 million as a result of the repayment of indebtedness or termination of the Subordinated Credit Agreement. The unamortized debt discount of $4.5 million remaining as of the repayment date was recognized as interest expense in t he consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. First Lien Loan The Company entered into a senior Secured Credit Agreement, dated as of September 18, 2019 (the “Secured Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility (the “Revolving Facility”) and a $30.0 million term loan facility (the “Term Facility”). Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay, in full, amounts due to common stockholders as a result of the MWIG transaction. See Note 14—Convertible preferred stock and stockholders’ equity (deficit) for further discussion. The remaining availability under the Revolving Facility may be drawn and used for general corporate purposes. The obligations under the Secured Credit Agreement are guaranteed by certain operating subsidiaries of the Company and secured by a majority of the Company’s assets. The Revolving Facility may be prepaid and terminated by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees). The Term Facility bears interest at floating rate of LIBOR plus 1.5 percent. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022. On June 23, 2020, the Company amended the Secured Credit Agreement to allow it to enter into a definitive agreement with a special purpose acquisition corporation. On October 6, 2020, the Company amended the agreement a second time. Through the second amendment, the Company agreed to convert $8,000,000 of the amount outstanding on the Revolving Facility to be part of the Term Facility. In addition to converting a portion of the Revolving Facility to the Term Facility, the Company agreed to repay $5,000,000 of the principal amount of the Revolving Facility outstanding. The interest rate of both the Term Facility and the Revolvi ng Facility were amended to 4.00% and 3.00% for Eurodollar loans and letters of credit, and ABR Loans, respectively. On July 19, 2021, the Company repaid in full all outstanding indebtedness and terminated all commitments and obligations under the Term Facility. The Company used proceeds from its IPO to repay the Term Facility and Revolving Facility in the amount of $31.1 million and $7.0 million, respectively. The unamortized debt discount of $0.2 million relating to the Term Facility that remained as of the termination date was recognized as interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The outstanding balance of the Term Facility as of December 31, 2020 was $33.3 million, net of unamortized debt issuance costs of $0.4 million. On August 13, 2021, the Company entered into an amended and restated credit agreement (“Credit Agreement”) which amends and restates the Secured Credit Agreement dated September 18, 2019. The Credit Agreement provides for a $90 million five-year senior secured revolving facility (“Facility”). The Credit Agreement also provides that, under certain circumstances, the Company may increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $35 million. The proceeds from the Facility will be used for general corporate purposes. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, at the Company’s election, the LIBOR rate plus a margin of 2.50% to 3.50% per annum, or base rate plus a margin of 1.50% to 2.50%, in each case depending on the Company’s total leverage ratio. As a result of the amendment, the Company modified the existing covenant under the Secured Credit Agreement. The total leverage ratio was modified such that the Company is required to maintain a total leverage ratio for any four quarters, of less than 3.00 to 1.00. In connection with the Credit Agreement, the Company paid the lenders approximately $0.9 million in fees. Similarly, the Company paid third parties fees of approximately $0.1 million associated with the amendment. The Company concluded that the amendment resulted in a modification of debt rather than a debt extinguishment. As such, the Company determined that all fees incurred in connection to with Credit Agreement would be deferred and amortized over the term of new arrangement. The outstanding balance of the Facility as of December 31, 2021 and 2020 was $0 and $7.0 million, respectively. The unamortized debt issuance cost in connection to the Facility as of December 31, 2021 was $1.0 million. The availability on the Facility a s of December 31, 2021 wa s $88.5 million. The weighted-average interest rate on the Company’s outstanding debt as of December 31, 2020 was 5.15%. There was no outstanding debt as of December 31, 2021. As of December 31, 2021 and 2020 , the Company was in compliance with its covenants on the Credit Agreement and the Secured Credit Agreement, respectively. PPP Loan On April 10, 2020, the Company received loan proceeds of approximately $2.1 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses to help sustain its employee payroll costs, rent, and utilities due to the impact of the recent COVID-19 pandemic. Loans obtained through the PPP are eligible to be forgiven as long as the proceeds are used for qualifying purposes, which include the payment of payroll costs, interest on covered mortgage obligations, rent obligations and utility payments. The receipt of these funds, and the forgiveness of the loan is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria. In June 2020, Congress passed the Payroll Protection Program Flexibility Act that made several significant changes to PPP loan provisions, including providing greater flexibility for loan forgiveness. The Company used the proceeds from the PPP loan to fund payroll costs in accordance with the relevant terms and conditions of the CARES Act. The Company followed the government guidelines and tracking costs to ensure full forgiveness of the loan. To the extent it was not forgiven, the Company would have been required to repay that portion at an interest rate of 1% over a period of 1.5 years, beginning November 2020 with a final installment in April 2025. During the third quarter of 2021, the outstanding balance on the PPP loan including interest was forgiven by the U.S. Small Business Administration (“SBA”). The Company recognized a gain of $2.1 million from the extinguishment of the PPP loan, which is included in other income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 . The Company is subject to examination by the SBA as the total loan forgiveness exceeds $2 million threshold. Interest expense Interest expense recorded on the debt facilities was $59.4 million and $8.1 million for the years ended December 31, 2021 and 2020, respectively. The following table reflects the write off of debt discounts and penalties incurred during the year ended December 31, 2021 that are included in interest expense in the consolidated statements of operations and comprehensive loss (in thousands): Debt Discount Penalty Total Subordinated Convertible Debt $ 23,740 $ — $ 23,740 Subordinated Second Lien Term Loan 4,463 13,034 17,497 First Lien Loan 241 — 241 Total $ 28,444 $ 13,034 $ 41,478

Derivative instruments

Derivative instruments	12 Months Ended
	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative instruments	Derivative instruments Interest rate swap The Company is subject to interest rate volatility with regard to existing debt. From time to time, the Company enters into swap agreements to manage exposure to interest rate fluctuations. On October 25, 2019, the Company entered into an interest rate swap contract (the “Swap Agreement”) with JP Morgan Chase Bank N.A. to fix the interest rate on the Term Facility over the life of the loan. The notional amount of the swap covers the entire $30.0 million borrowings outstanding under the Term Facility. Under the terms of the Swap Agreement, the Term Facility, which formerly accrued interest at a rate of LIBOR plus 1.50%, started effectively accruing interest on the effective date (October 30, 2019) at a fixed rate of 1.74% on an annualized basis. To hedge the variability in cash flows due to changes in benchmark interest rates, the Company entered into an interest rate swap agreement related to debt issuances. The Swap Agreement is designated as a cash flow hedge. The derivative's gain or loss is recorded in other comprehensive loss and is subsequently reclassified to interest expense over the life of the related debt. On July 21, 2021, in connection with the repayment in full of all outstanding obligations under the Subordinated Credit Agreement, the Company terminated the swap agreement. The Company paid $0.5 million to terminate the Swap Agreement. As a result of the termination, the accumulated fair value of the interest rate swap was reclassified from accumulated other comprehensive loss to interest expense of $0.5 million in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021. As of December 31, 2020, the interest rate swap liability of $0.7 million was included in long-term derivativ e liabilities in the accompa nying consolidated balance sheets. The Company recognized an unrealized loss of $0.5 million on this instrument for the year ended December 31, 2020, which was presented within other comprehensive loss in the consolidated statements of operations and comprehensive loss. Convertible notes In October 2020, the Company entered into a subordinated convertible debt agreement (the “ C onvertible N otes”) as d iscussed in Note 8—Debt , whereby the Company issued $100 million of convertible notes to certain holders maturing on September 30, 2025. These notes can be converted into common shares of the Company at the holders’ option. The Company has analyzed the conversion and redemption features of the agreement and determined that certain of the embedded features should be bifurcated and classified as derivatives. The Company has bifurcated the following embedded derivatives: (i) Liquidity Event Conversion Option; (ii) Liquidity Event Redemption Option; and (iii) Qualified Public Offering (“QPO”) Redemption Option. The $27.8 million initial fair value of the e mbedded derivatives for the Convertible Notes was recorded as a debt discount along with a corresponding liability in the Company’s consolidated balance sheets. The initial debt discount is not subsequently re-valued and is being amortized using the effective interest method over the life of the Convertible Notes. Prior to the Company’s IPO, the derivative liabilities were classified in the consolidated balance sheets as non-current as the Company was not required to net cash settle within 12 months of the balance sheet date and were marked-to-market at each reporting period. Changes in fair value were recorded within loss on derivative liabilities in the consolidated statements of operations and comprehensive loss. The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. The following table sets forth the inputs to the Bond plus Black-Scholes option pricing model that were used to value the embedded conversion and redemption features derivatives: As of December 31, 2020 Risk-free rate Volatility Term (years) Dividend yield Liquidity event 0.10%-0.34% 37.4% 3.00 — QPO event 0.10%-0.34% 34.8% 0.75 — Changes in valuation assumptions can have a significant impact on the valuation of embedded conversion and redemption features derivatives. For example, all other things being equal, a decrease/ increase in the probability of change of control, or volatility decreases/increases the valuation of the derivative liabilities, whereas a decrease/increase in risk-free interest rates increases/decreases the valuation of the derivative liabilities. As discussed in Note 8—Debt , in connection with the IPO, outstanding Convertible Notes of $106.3 million, including principal and interest, were converted into 14,847,066 shares of common stock. The following table summarizes the derivative liabilities included in the consolidated balance sheets as of December 31, 2021 and 2020 (in thousands): Fair Value of Embedded Derivative Liabilities (Level 3 Inputs): Balance as of January 1, 2020 $ — Initial measurement on October 6, 2020 (27,822) Change in fair value (8,818) Balance as of January 1, 2021 $ (36,640) Change in fair value (48,603) Conversion on July 15, 2021 (IPO) 85,243 Balance as of December 31, 2021 $ —

Fair value

Fair value	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value	Fair value The Company’s carrying amounts of financial instruments such as cash equivalents, accounts receivable, prepaid expenses, accounts payable and other accrued liabilities approximate their fair value due to their short-term nature of settlement. None of the Company’s assets or liabilities are accounted for at fair value on a recurring basis as of December 31, 2021. None of the Company’s assets are currently accounted for at fair value on a recurring basis as of December 31, 2020. The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands). As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Interest rate swap $ — $ (660) $ — $ (660) Derivative liabilities — (36,640) (36,640) Total Liabilities $ — $ (660) $ (36,640) $ (37,300) The inputs for determining fair value of the interest rate swap are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Credit risk relates to the risk of loss resulting from the non-performance or non-payment by the Company’s counterparties in connection with contractual obligation. Risk around counterparty performance and credit could ultimately impact the amount and timing of cash flows. The Company believes it has appropriately addressed any credit risk due to the financial standing of the counterparties with which it trades. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. The inputs for determining fair value of the embedded conversion and redemption features of the Company’s convertible notes are classified as Level 3 inputs, refer to Note 9—Derivative instruments for further discussion related to the accounting for these instruments.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income taxes	Income taxes The Company uses the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. (Loss) income before income taxes includes the following components (in thousands): Year Ended December 31, 2021 2020 United States $ (208,163) $ (25,527) Foreign 18,391 3,300 Total $ (189,772) $ (22,227) The following table summarizes the components of the (benefit) provision for income taxes (in thousands): Year Ended December 31, 2021 2020 Current Federal $ 1,262 $ 241 State 65 (152) Foreign 7,725 5,746 Total Current $ 9,052 $ 5,835 Deferred Federal (11,139) 745 State (1,495) 217 Foreign (3,475) (3,735) Total Deferred $ (16,109) $ (2,773) Total $ (7,057) $ 3,062 A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2021 2020 Federal statutory tax rate 21.0 % 21.0 % State income tax expense, net of federal tax effect 0.5 % 2.2 % Permanent differences (3.4) % (0.6) % Foreign rate differential (0.5) % 3.0 % Convertible note and related expenses (12.0) % — % Other adjustments (3.4) % (7.9) % Withholding tax (1.3) % (0.9) % Unrecognized tax benefits (0.1) % (0.8) % Valuation allowance 2.9 % (29.9) % 3.7 % (13.9) % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): Year Ended December 31, 2021 2020 Accrued expenses $ 16,070 $ 1,812 Deferred revenue 2,361 1,665 Net operating loss & other carryforward 4,917 7,951 Property and equipment 304 (116) Transaction costs 1,727 2,509 Deferred costs (2,034) (1,802) Change in value of derivative liabilities — 2,095 Intangibles (497) — Stock-based compensation 2,068 — Less: Valuation allowance (2,200) (7,018) Total net deferred tax assets $ 22,716 $ 7,096 The Company had gross deferred tax assets of $27.4 million and $16.0 million, respectively, and gross deferred tax liabilities of $4.7 million and $1.9 million , respectively, as of December 31, 2021 and 2020. Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not the deferred tax assets are expected to be realized. The Company evaluates its valuation allowance on an annual basis based on all the available positive and negative evidence. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. Based on the Company’s policy on deferred tax valuation allowances and its analysis of positive and negative evidence with a few exceptions, management believed that there was sufficient evidence, including, but not limed to, projection of future taxable income, for the Company to conclude that it was more likely than not that it would realize its deferred tax assets as of December 31, 2021 and 2020, excluding the deferred tax assets of F45 Training Holdings. A valuation allowance was recorded against all of the deferred tax assets of F45 Training Holdings since the entity has not recognized any revenue other than foreign income inclusions. As of December 31, 2021 and 2020, the Company recorded $2.2 million and $7.0 million, respectively, of valuation allowances against gross deferred tax assets related t o net operating losses and other deferred tax assets of F45 Training Holdings. The net decrease and increase in the valuation allowance for deferred tax assets was $4.8 million and $6.8 million for the years ended December 31, 2021 and 2020, respectively. The Company files income tax returns in the U.S., Australia and several other foreign jurisdictions. The Company is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress. All of the Company’s tax years remain open for audit. Included in deferred tax assets are federal and state net operating loss (“NOL”) carryforwards due to expire beginning in 2027 through various dates. The Company’s federal NOL carryforwards do not expire. As of December 31, 2021 , the Company had federal and state NOL carryforwards of $17.4 million and $23.9 million, respectively. The Company may recognize the tax benefit from an uncertain tax position claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (exclusive of interest and pe nalties) was as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,699 $ 1,353 Gross increase - Tax positions in prior periods — 2,346 Gross increase - Tax positions in current period — — Ending balance $ 3,699 $ 3,699 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Compan y does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company recorded $0.2 million and $0.4 million of interest and penalties for the years ended December 31, 2021 and 2020, respectively, which is included in interest expense, net in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, the Company maintained an indefinite reinvestment assertion on undistributed earnings related to the foreign subsidiaries outside of the United States. Accordingly, no

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related party transactions	Related party transactions As discussed in Note 1—Description of the business and basis of presentation , due to the repurchase of the Compa ny’s shares from two primary directors that occurred on October 6, 2020, the Company no longer considers these two directors as related parties from October 6, 2020 onward. Group Training, a related party, is owned by certain existing stockholders that are executive officers and directors of the Company, through which they operate two F45 studios in the United States. During the year end December 31, 2021, the Company recognized less than $0.1 million of franchise revenue related to fees under the management service agreement. During the year ended December 31, 2020, the Company recognized $0.2 million of franchise revenue from studios owned by Group Training. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, the Company had receivables related to fees under this management service agreement of $0.7 million and $0.4 million, respectively. These amounts are included in due from related parties in the consolidated balance sheets. During the years ended December 31, 2021 and 2020, the Company recognized $0.1 million and $0.2 million, respectively, of franchise revenue and of equipment and merchandise revenue from studios owned by Messrs. Wahlberg and Raymond. As of December 31, 2021 and 2020, the Company had less than $0.1 million and no outstanding receivables, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2021 and 2020, the Company recognized less than $0.1 million and less than $0.1 million of franchise revenue, respectively, from studios owned by an entity in which an existing stockholder that is an executive officer and director of the Company holds at least 10% ownership interest in these studios. As of December 31, 2021 and 2020, the Company had less than $0.1 million of and no outstanding receivables from these studios, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2021 and 2020, the Company incurred expenses totaling approximately $9.9 million and $4.1 million, respectively, in connection with certain shipping and logistic services from a third-party vendor that is owned by an immediate family member of an executive officer of the Company. As of December 31, 2021 and 2020 , the Company had approximately $1.3 million and $0.3 million, respectively, of outstanding payables to the third-party vendor. The Company has presented the expenses incurred during these periods in cost of equipment and merchandise revenue in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, the Company recognized franchise revenue and equipment and merchandise revenue totaling $0.2 million from three studios owned by employees. During the year ended December 31, 2020, the Company recognized franchise revenue and equipment and merchandise revenue totaling less than $0.1 million from two studios owned by employees. As of December 31, 2021, the Company had less than $0.1 million of receivables outstanding related to this revenue. As of December 31, 2020, the Company had no outstanding receivables related to this revenue. As of December 31, 2021 and 2020, the Company had receivables from a shareholder of less than $0.1 million and $0.1 million, respectively. These amounts are included in due from related parties in the consolidated balance sheets. Transaction with LIIT LLC On June 23, 2020, the Company entered into an Asset Transfer and Licensing Agreement with LIIT LLC (“LIIT”) an entity wholly-owned by Adam Gilchrist (F45’s Co-Founder and Chief Executive Officer). Pursuant to this agreement, F45 sold to LIIT certain at-home exercise equipment packages (including the intellectual property rights thereto) for $1.0 million payable on or before December 31, 2020. LIIT assumed all outstanding rights and obligations related to these exercise equipment packages from F45. In addition, pursuant to this agreement, LIIT will receive access to F45’s library of programming related to existing and future fitness content for the duration of the license period of 10 years. In exchange for this license, LIIT will pay F45 an annual license fee equal to the greater of (a) $1.0 million and (b) 6% of the annual gross revenue of LIIT, less any payments made by LIIT to third parties in connection with the sale of such exercise equipment packages payable annually on July 30. This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of F45 and LIIT. Upon termination or expiration of this agreement, LIIT must: (i) immediately cease all use and application of the licensed intellectual property; (ii) promptly return to F45, or otherwise dispose of as F45 may instruct, all documents, databases, lists and materials (whether hard copy or electronic form) including any advertising and promotion material, labels, tags, packaging material, advertising and promotional matter and all other material relating to the licensed intellectual property in the possession or control of LIIT; and (iii) immediately cease to hold itself out as having any rights in relation to the licensed intellectual property from the date of termination. The Company recognized $1.0 million and $1.5 million of revenue, respectively, and $0 and $1.2 million of cost of sales, respectively, in conjunction with the transaction with LIIT LLC during the years ended December 31, 2021 and 2020. The outstanding receivable balance as of December 31, 2021 and 2020 was $1.5 million and $1.5 million, respectively. Transaction with Club Franchise Group LLC On June 15, 2021, the Company entered into a long-term multi-unit studio agreement, with Club Franchise Group LLC (“Club Franchise”), an affiliate of KLIM. Pursuant to the term multi-unit studio agreement, the Company granted to Club Franchise the right to, and Club Franchise has agreed to, open at least 300 studios in certain territories in the U.S. over 36 months, with the first 150 studios to be open at least within 18 months of the date of the multi-unit studio agreement, or December 15, 2022. Club Franchise had 0 studios opened as of December 31, 2021 under the multi-unit studio agreement. Club Franchise is obligated to pay to the Company the same general fees as other franchisees in the U.S., and to enter into a franchise agreement in respect of each studio upon approval by the Company of the studio s ite. Consistent with some of the franchise agreements in the United States entered into since July 2019, Club Franchise is required to pay the Company a monthly franchise fee based on the greater of a fixed monthly franchise fee of $2,500 per month or 7% of gross monthly studio revenue , regardless of whether such studios are open. Club Franchise has also agreed to pay the Company an upfront establishment fees of $7,500,000 as follows: (i) $1,875,000 upon execution of the multi-unit studio agreement (which amount has been paid as of December 31, 2021); (ii) $1,875,000 by June 2022; (iii) $1,875,000 by December 2022; and (iv) $1,875,000 by December 2023. Club Franchise is required to pay monthly franchise fees to the Company in respect of addi tional studios with monthly franchise fees for 150 studios being payable by December 2022. With respect to the remaining 150 studios, the Company and Club Franchise have agreed to negotiate a payment schedule that provides for the monthly franchise fees in respect of such studios to commence no later than 12 months after the opening date of the relevant studio. Like other franchisees, Club Franchise is also obligated to pay the Company other fees, including fees related to marketing and equipment and merchandise, some of which the Compa ny has agreed to provide at a discounted rate. The Company recognized $4.0 million of franchise revenue and $16.2 million of equipment and merchandise revenue in conjunction with the transaction with Club Franchise Group LLC during the year ended December 31, 2021 . With respect to this transaction, the Company recognized $6.1 million of cost of equipment and merchandise revenue for the year ended December 31, 2021. There was no outstanding receivable balance owed by Club Franchise as of December 31, 2021. The Company recognized $4.4 million of unbilled receivable in other long-term assets in the consolidated balance sheets as of December 31, 2021 . Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

Commitment and contingencies

Commitment and contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitment and contingencies	Commitments and contingencies Litigation Where appropriate, the Company establishes accruals in accordance with FASB guidance over loss contingencies in accordance with ASC 450, Contingencies . As of December 31, 2021, the Company had established a litigation accrual of $4.2 million in accounts payable and accrued expenses for claims brought against the Company in the ordinary course of business. The Company’s accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The litigation accrual may change in the future due to new developments in a particular matter or changes in approach such as a change in settlement strategy in dealing with these matters.The Company discloses the amount accrued if the Company believes it is material or if the Company believes such disclosure is necessary for the Company’s consolidated financial statements to not be misleading. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount previously accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred, and the Company adjusts the accruals and disclosures accordingly. The Company does not presently believe that the ultimate resolution of the foregoing matters will have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened could have a material adverse effect on the Company’s liquidity, consolidated financial position, and/or results of operations. Lease commitments The Company leases ten office buildings in the United States and other international locations. Future minimum lease payments, which include non-cancelable oper ating leases as of December 31, 2021, are as follows (in thousands): Operating Leases 2022 $ 2,515 2023 3,408 2024 2,702 2025 2,601 2026 2,377 Thereafter 10,109 Total minimum lease payments $ 23,712 Rent expense under operating leases was approximately $2.9 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. The Company has presented rent expense during these periods in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. In December 2020, the Company entered into a lease agreement (“Lease”) to lease 44,171 square feet of office space in Austin, Texas. The Lease has an initial term of eight years and one five-year tenant renewal option, with the initial term beginning after completion of leasehold improvements or 180 days after the space was delivered to the Company to begin leasehold improvements. The Company is obligated to make rent payments totaling approximately $13.9 million over the initial term, with $1.6 million of rent during the first year subject to rent escalations on an annual basis throughout the initial term. In connection with the Lease, the Company is entitled to receive a tenant improvement allowance of $3.8 million funded by the landlord. The Company was given the right to control physical access to the leased space to begin leasehold improvements on March 1, 2021, which is considered the lease commencement date used in calculating the straight-line rent expense as the Company is deemed the accounting owner of the leasehold improvement assets. The Company recorded $3.8 million of tenant improvement allowance as deferred rent as of December 31, 2021 and amortized $0.3 million as reductions to rent expense over the lease term of approximately 9.4 years for the year ended December 31, 2021. As of December 31, 2021, the Company had an outstanding guarantee of $2.6 million in aggregate total for lease payments related to four franchisee studio leases in the state of California with non-cancelable lease periods ranging from 4 to 10 years. Promotional agreements Liability-classified awards On October 15, 2020, the Company entered into a promotional agreement with ABG-Shark, LLC (“ABG-Shark”). Pursuant to this agreement, Greg Norman will provide certain promotional services to the Company in exchange for annual compensation. In connection with the Company becoming publicly traded on July 15, 2021, ABG-Shark is entitled to receive additional performance-based cash compensation based on the Company’s enterprise value. On the same date, Malibu Crew, Inc., a subsidiary of the Company, also entered into a promotional agreement with Greg Norman, whereby, he will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 15% of the fair market value of Malibu Crew, Inc. (“ Malibu Crew”). Both of these promotional agreements expire on October 14, 2025. As of December 31, 2021, the Malibu Crew concept is still in the incubation phase. On November 24, 2020, the Company entered into a promotional agreement with DB Ventures Limited (“DB Ventures”). Pursuant to this agreement, DB Ventures will provide certain promotional services to the Company in exchange for annual compensation. In connection with the Company becoming publicly traded on July 15, 2021, DB Ventures is entitled to rec eive the greater of 1% of the Company’s issued and outstanding common stock or $5 million on the six- and 12- month anniversaries of the Company becoming publicly traded. This agreement will expire on December 5, 2025. The Company will recognize expenses related to promotional activities and image rights under this agreement ratably over the five-year contractual term. As part of the agreement, the Company is obligated to create two F45 studios for DB Ventures who will then have the option to take ownership of the studios upon termination of the agreement for no additional service or consideration. In December 2021, the Company invested in a joint venture with 75%ownership in the newly incorporated CLF High Street Limited that operates the DB studios and provided $0.5 million of cash for equipment and other studio opening costs. On April 12, 2021, the Company entered into a promotional agreement with Magic Johnson Entertainment (“MJE”). Pursuant to this agreement, MJE will provide certain promotional services to the Company in exchange for compensation. In connection with the Company becoming publicly traded on July 15, 2021, MJE agreed to a cash payment of $4.0 million in lieu of equity compensation that MJE was entitled to receive as a result of the IPO. The prepayment of $4.0 million was recorded as prepaid expenses in the consolidated balance sheets and the amount is amortized ratably over the service period. Additionally, in connection with the Company becoming publicly traded on July 15, 2021, the Company is obligated to grant MJE a number of shares of common stock equal to the result of $5.0 million divided by the Average Trading Price upon each occurrence of a vesting event based on increases in the Company’s market capitalization as defined in the agreement. The agreement between the Company and MJE terminates on January 23, 2026. On June 25, 2021, the Company entered into a promotional agreement with Craw Daddy Productions (“CDP”). Pursuant to this agreement, effective July 1, 2021, Cindy Crawford will provide certain promotional services to the Company in exchange for annual compensation. In connection with the Company becoming publicly traded on July 15, 2021, the Company is obligated to grant CDP a number of shares of common stock equal to the result of $5.0 million divided by the Average Trading Price upon each occurrence of a Vesting Event which is based on increases in the Company’s market capitalization as defined in the agreement. On the same date, Avalon House, a subsidiary of the Company, also entered into a promotional agreement with Cindy Crawford, whereby, she will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 10% o f the fair market value of Avalon House. Both of these promotional agreements expire on June 30, 2026. As of December 31, 2021, the Avalon House concept is still in the incubation phase. On September 24, 2021, the Company entered into a promotional agreement with Big Sky, Inc. (“Big Sky”). Pursuant to this agreement, Joe Montana will provide certain promotional services to the Company in exchange for annual compensation. On the same date, Malibu Crew also entered into a promotional agreement with Big Sky. whereby Joe Montana will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 1% of the fair market value of Malibu Crew. As part of the agreement, the Company is obligated to provide franchise rights to five Malibu Crew studios and cover costs associated with start-up of the studios, subject to the Company’s ability to recoup these start-up costs over a negotiated period of time to be defined in the underlying franchise agreements. As of December 31, 2021, these studios and associated start-up costs had yet to commence. In connection with the achievement of the IPO on July 15, 2021, the Company recognized total stock-based compensation expense of $4.5 million in connection with the promotional agreements entered with ABG-Shark, DB Ventures, MJE, and CDP for the year ended December 31, 2021. The Company determined that the common stock to be issued upon settlement of the promotional agreements with ABG-Shark, DB Ventures, MJE, and CDP are liability-classified awards. As o f December 31, 2021, the Company recorded $4.2 million of stock-based compensation liability in accounts payable and accrued expenses and $0.3 million of stock-based compensation liability in other long-term liabilities in the consolidated balance sheets. The Company estimates the fair value of its liability-classified awards using a Monte-Carlo simulation model at each reporting period until settlement. The other significant assumptions used in the analysis as of December 31, 2021 were as follows: As of December 31, 2021 Risk-free interest rate 0.21% - 1.18% Expected dividend yield — Expected term in years 0.04 - 4.5 Expected volatility 20.30% - 29.20% Equity-classified awards On December 17, 2021, the Company entered into a promotional agreement with Timothy Kennedy (“TK”). Pursuant to this agreement, effective December 30, 2021, Timothy Kennedy will provide certain promotional services to the Company in exchange for annual compensation and $0.1 million of the Company’s Restricted Stock Awards (“RSAs”) for each 12-month period of service. RSAs will vest 100% upon each of the first four one-year anniversaries of the services being provided. The agreement between the Company and TK terminates on December 16, 2026. The Company determined that the RSAs granted to TK are equity-classified awards. The stock-based compensation expense related to the RSAs is recognized ratably over the requisite service period in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. See Note 15 — Stock-based compensation for discussion on the stock option activities and total stock-based compensation expense for the year ended December 31, 2021, respectively.

Convertible preferred stock and

Convertible preferred stock and stockholders’ equity (deficit)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note And Temporary Equity Disclosure [Abstract]
Convertible preferred stock and stockholders’ equity (deficit)	Convertible preferred stock and stockholders’ equity (deficit) Issuance of convertible preferred stock and common stock In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation , on July 14, 2021, the Company amended its articles of incorporation and authorized 108,000,000 shares of common stock with a par value of $0.00005, and 11,000,000 shares of preferred stock, all with par values of $0.0001. As of December 31, 2021 and 2020, the Company had 95,806,063 and 29,281,514 shares of common stock, respectively. As of December 31, 2021 and 2020, the Company had no and 9,854,432 shares of convertible preferred stock issued and outstanding, respectively. Issued and outstanding shares of common stock for the year ended December 31, 2021 includes 5,251,492 of restricted stock units (“RSUs”) which were vested, but not yet issued. As part of the transaction with MWIG and in return for Flyhalf Acquisition Company Pty Ltd acquiring 100% of the shares in F45 Aus Hold Co, the Company issued 58,000,000 shares of its common stock to F45 Aus Hold Co’s existing stockholders. In addition, Flyhalf Acquisition Company Pty Ltd made a payment to F45 Aus Hold Co’s existing stockholders of $100 million. The payment of $100 million was funded by MWIG, subscribing for 10,000,000 shares of preferred stock at $10.00 per share in the Company. This amount was ultimately paid to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co. Further, Flyhalf Acquisition Company Pty Ltd issued $50.0 million secured promissory notes to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co (the “Sellers Notes”). The $100.0 million payment, $50.0 million Sellers Notes and related interest thereon have been recorded as a dividend in the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) during the year ended December 31, 2019. In addition to the initial issue of 10,000,000 shares of Preferred Stock, MWIG was granted an option to acquire an additional 1,000,000 shares of Preferred Stock for $10.00 per share under the SPA. The $10.0 million in funds raised by the issue of the additional Preferred Stock were used in full to partially settle the outstanding Sellers Notes. On December 30, 2020, MWIG converte d 1,145,568 shares of preferred stock of the Company into 3,181,514 shares of common stock of the Company and sold those shares of common stock to affiliates of L1 Capital Fund, an Australian based global fund manager. The rights and features of the Company’s preferred stock are as follows: Dividends The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than stock dividends) unless the holders of the preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount at least equal to the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (2) the number of shares of common stock issuable upon conversion of a share of preferred stock. Liquidation Upon the occurrence of a deemed liquidation event, as defined in the Company’s Amended and Restated Certificate of Incorporation, the holders of preferred stock shall be entitled to receive, before any distribution or payment to the holders of common stock, an amount equal to the greater of (1) preferred stock issue price per share for such preferred stock, as adjusted to reflect any combination or subdivision, stock dividend or other similar recapitalization, plus declared but unpaid dividends, if any, on such shares, and (2) the amount per share of common stock to which the holder would be entitled had all outstanding Preferred Stock shares been converted to common stock immediately before the distribution. After the distributions or payments to the holders of preferred stock have been paid in full, the entire remaining assets and funds, if any, will be distributed ratably among the holders of common stock in proportion to the number of shares of common stock held by them. Conversion The holder of each share of preferred stock has the option to convert the share at any time, into the number of fully paid and non-assessable shares of common stock that results from dividing the preferred stock issue price for the preferred stock share by the preferred stock conversion price that is in effect at the time of conversion. In addition, on (i) the consummation of Qualified Public Offering (as defined in the Company’s Amended and Restated Certificate of Incorporation) or (ii) with the consent of the holders of a majority of the outstanding shares of preferred stock, each share of preferred stock will be automatically converted. The preferred stock conversion price should initially be equal to the preferred stock issue price but subject to special adjustment upon either a Qualified Public Offering, a deemed liquidation event or a fair market value determination (each a “Conversion Price Adjustment Event”). Upon the occurrence of a Conversion Price Adjustment Event, the conversion price will be adjusted based on a formula, as defined in the Company’s Amended and Restated Certificate of Incorporation, which results in reductions to the preferred stock conversion price and additional value to the holder based on higher enterprise value; provided that in no event shall the preferred stock conversion price exceed $10.00 or be less than $7.2014 (subject to appropriate adjustment in the event of any combination or subdivision, stock dividend or other similar recapitalization). Voting rights The holders of preferred, on an as-converted basis, and common stock vote together as a single class, except with respect to certain matters specified in the Company’s Amended and Restated Certificate of Incorporation that require the separate approval of the holders of preferred stock. The Company classifies the preferred stock in temporary equity in accordance with ASC 480-10-S99 because the preferred stock is redeemable for cash or other assets of the Company upon a Deemed Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) that are not solely within the control of the Company. The net carrying amount of the preferred stock is not currently accreted to a redemption value because the preferred stock is not currently redeemable or probable of becoming redeemable in the future. In July 2021, due to the completion of a public offering, all preferred stock outstanding was automatically converted into an aggregate of 27,368,102 shares of common stock with a conversion price of $16.00. There were no shares of convertible preferred stock outstanding as of December 31, 2021.

Stock-based compensation

Stock-based compensation	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock-based compensation	Stock-based compensation Issuance of restricted stock units In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation , on March 15, 2019, the Company entered into a promotional agreement with Mark Wahlberg (“Mr. Wahlberg”), a member of the Company’s Board of Directors and an investor in MWIG, pursuant to which Mr. Wahlberg agreed to provide promotional services to the Company. In exchange for the agreed upon services provided in the promotional agreement, the Company issued 2,738,648 RSUs to Mr. Wahlberg. The RSUs were to vest based on the Company attaining certain valuation thresholds upon a vesting event, defined as: (i) a deemed liquidation event or change in control; (ii) the closing of a financing transaction including the sale, issuance or redemption of the Company’s (or one of its subsidiaries) equity securities, and any initial public offering; or (iii) at any time that the Company’s common stock is publicly traded, with the Company’s equity value exceeding the following thresholds: Company Equity Value Threshold Potential Restricted Stock Units Vested $1.0 billion 912,882 $1.5 billion 912,882 $2.0 billion 912,884 The Company determined that the RSUs are equity classified awards that contained both performance (deemed liquidation event, closing of a financing transaction or the public trading of the Company’s common stock) and market conditions (achievement of prescribed Company equity values) in order for the units to vest. On July 5, 2021, the Company approved the acceleration of Mr. Wahlberg’s RSUs such that 100% of the RSUs granted to Mr. Wahlberg are fully vested concurrent with and subject to the consummation of the IPO, effectively eliminating the market condition based on the achievement of prescribed Company equity values. The RSUs shall be settled in shares of common stock on a date determined by the Company during 2022 but no later than March 15, 2022. All remaining terms and conditions in the original promotional agreement are still applicable. The Company determined the modification of the RSUs as a Type IV modification in accordance with ASC 718, Compensation - Stock Compensation , because at the modification date, both the original and modified awards were considered improbable of vesting as the performance condition has not been met on the modification date of July 5, 2021. The Company utilized the assumed initial public offering price of $16.00 per share as the modification date fair value. In connection with the Company becoming publicly traded on July 15, 2021, the fair value of the RSUs of 2,738,648 fully vested and was recognized as compensation expense in the amount of $43.8 million for the year ended December 31, 2021, which is included in selling, general and administrative expense s in the co nsolidated statements of operations and comprehensive loss. 2021 Incentive Plan The Company’s stock-based compensation plan, which became effective at the IPO date, includes equity incentive compensation plans under which three types of share-based compensation plans are granted to the employees, directors and consultants of the Company, which are stock options (“SOs”), RSUs and RSAs. The purpose of the plan is to assist the Company in securing and retaining the service of eligible award recipients to provide incentives to employees, directors and consultants and promote the long-term financial success of the Company and thereby increase stockholder value. In accordance with the 2021 Incentive Plan, subject to adjustment for certain dilutive or related events, the maximum aggregate number of shares that may be subject to stock awards and sold under this plan is 5,000,000 shares, or the share reserve (“Share Reserve”). Beginning on January 1, 2022 and ending on January 1, 2031, the Share Reserve will automatically increase on January 1 of each year during the term of the 2021 Incentive Plan in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however, that the Company’s board of directors may provide that there will not be a January 1 increase in the Share Reserve in a given year or that the increase will be less than 5% of the shares of common stock outstanding on the preceding December 31. Employees meeting certain employment qualifications are eligible to receive stock-based awards. In accordance with the Company’s accounting policy, forfeitures of SOs, RSUs and RSAs are accounted for as they occur. Stock options SOs granted under the incentive equity plans are generally non-statutory stock options, but the incentive equity plans permit some options granted to qualify as incentive stock options under the U.S. Internal Revenue Code. Stock options generally vest over one December 31, 2021, the total number of shares subject to outstanding SOs was 252,737. The Company utilizes the Black-Scholes option pricing formula to estimate the fair value of stock options subject to service-based vesting conditions. The weighted-average fair value and the assumptions used to measure fair value were as follows: Weighted-average fair value (1) $ 4.67 Risk-free interest rate (2) 0.92% - 1.33% Expected dividend yield (3) — Expected volatility (4) 26.3% - 29.2% Expected term in years 5.46 - 5.76 (1) The weighted-average fair value based on stock options granted during the period. (2) The risk-free interest rate was estimated based on the yield on U.S. Treasury scrips (3) The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award. (4) Selected volatility is relevered equity volatility based on median asset volatility. A summary of option activity under the employee share option plan as of December 31, 2021 , and changes during the period then ended is presented below: Shares (in thousands) Weighted - Average Exercise Price Weighted - Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding as of January 1, 2021 — $ — $ — Granted 267 15.93 Exercised — — Forfeited or expired (15) 16.00 Outstanding as of December 31, 2021 252 $ 15.92 $ — Vested and Exercisable 63 $ 15.92 $ — Expected to Vest 189 $ 15.92 1.55 $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that option holders would have realized had all option holders exercised their options on the last trading day of December 31, 2021 . The aggregate intrinsic value of vested and unvested option as of December 31, 2021 was $0, since the options are out-of-the-money. The aggregate intrinsic value is the difference between the Company’s closing stock price of $10.89 on the last trading day of December 31, 2021 and the exercise price of $16.00 multiplied by the number of in-the-money options. All the options were out-of-the-money. The total grant date fair value of the options vested during the year ended December 31, 2021 was $0.3 million, which was included in selling, general and administrative expe nses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021 , the total unrecognized pre-tax stock-based compensation expense related to the ISO was $0.9 million, which is expected to be recognized over a weighted-average vesting period of 1.55 years. The maximum contractual term of the SO is approximately three years. Restricted stock units RSUs may be granted at any time and from time to time as determined by the Company. The Company will set vesting criteria at its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the participant. The Company may set vesting criteria based upon the passage of time, the achievement of target levels of performance, or the occurrence of other events or any combination thereof as determined by the Company at its discretion. Dividend equivalents shall not be paid on a RSU during the period it is unvested. The RSUs granted by the Company are subject to service vesting conditions. RSUs also provide for accelerated vesting in certain circumstances as defined in the plans and related grant agreements. For the year ended December 31, 2021 the total number of shares subject to outstanding RSUs was 3,509,423. The Company uses the closing stock price on the grant date to estimate the fair value of service-based RSUs. The Company estimates the fair value of RSUs subject to performance-adjusted vesting conditions using the closing stock price on the grant date. A summary of RSU’s activity is as follows: Shares (in thousands) Weighted - Average Grant Date Fair Value Per Share Outstanding as of January 1, 2021 — $ — Granted 3,676 15.48 Vested (2,513) 15.34 Forfeited (166) 16.00 Outstanding as of December 31, 2021 997 $ 15.74 The total grant date fair value of RSUs vested during the year ended December 31, 2021 was $38.8 million, which was included in selling, general and administrative expen ses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, total unrec ognized pre-tax stock-based compensation expense related to non-vested RSUs was $15.5 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.47 years. The maximum contractual term of RSUs is approximately three years. Restricted stock awards Subject to the terms and provisions of the plan, the Company, at any time and from time to time, may grant shares of restricted stock to service providers in such amounts as the Company, in its sole discretion, will determine. During the period of restriction, service providers holding shares of restricted stock may exercise full voting rights and will be entitled to receive all dividends and other distributions paid with respect to such shares, unless the Company determines otherwise. If any such dividends or distributions are paid in shares; the shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid. The RSAs granted by the Company are subject to service vesting conditions. For the year ended December 31, 2021, the total number of shares subject to outstanding RSAs was 116,949. The Company uses the closing stock price on the grant date to estimate the fair value of service-based RSAs. A summary of RSAs activity is as follows: Shares (in thousands) Weighted - Average Grant Date Fair Value Per Share Outstanding as of January 1, 2021 — $ — Granted 117 14.60 Vested — — Forfeited — — Outstanding as of December 31, 2021 117 $ 14.60 The total grant date fair value of RSAs vested during the year ended December 31, 2021 was $0. As of December 31, 2021, total recognized pre-tax stock-based compensation expense related to non-vested RSAs was $0.8 million, which was included in selling, general and administrative expen ses in the consolidated statements of operations and comprehensive loss. Total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock awards was $0.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.42 years. The maximum contractual term o f the RSAs is le ss than one year. Non-employee promotional agreements Liability classified awards As described in Note 13—Commitments and contingencies , the Company entered into promotional agreements with ABG-Shark, DB Ventures, MJE, and CDP which included RSUs that contain equity-based payments, which have performance, market and service conditions. The Company determined that the RSUs are liability-classified awards that contain both performance (deemed liquidation event, closing of a financing transaction or the public trading of the Company’s common stock) and market conditions (achievement of prescribed Company equity values) in order for the units to vest. As of December 31, 2021 , the market conditions have not been met on any of the non-employee promotional agreements. The Company began recognizing stock-based compensation expense ratably over the requisite service period when the performance condition was met through the achievement of the IPO on July 15, 2021. Equity-classified awards The promotional agreement with TK included RSAs that contain equity-based payment, which has a service condition. The Company determined that the RSAs granted to TK are equity based awards that contains a service condition to vest. The stock-based compensation expense related to the RSAs are recognized ratably over the requisite service period in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Basic and diluted net loss per

Basic and diluted net loss per share	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Basic and diluted net loss per share	Basic and diluted net loss per share The computation of net loss per share and weighted average shares of the Company’s common stock outstanding for the periods presented are as follows (in thousands, except share and per share data): Year Ended 2021 2020 Numerator: Net loss $ (182,715) $ (25,289) Net loss allocated to participating preferred shares — — Net loss attributable to common stockholders—basic and diluted $ (182,715) $ (25,289) Denominator: Weighted average common shares outstanding—basic and diluted 60,195,201 50,434,598 Net loss per common share: Basic and diluted $ (3.04) $ (0.50) Anti-dilutive securities excluded from diluted loss per common share: Unvested restricted stock units 2,835,019 — Unvested restricted stock awards 116,949 — Stock options to purchase common stock 252,737 — Convertible preferred stock — 9,854,432 Restricted stock units — 2,738,648 Convertible notes — 5,856,302 Total 3,204,705 18,449,382

Segment and geographical area i

Segment and geographical area information	12 Months Ended
	Dec. 31, 2021
Segment Reporting [Abstract]
Segment and geographic area information	Segment and geographic area information The Company’s operating segments align with how the Company manages its business interacts with its franchisees on a geographic basis. F45 is organized by geographic region based on the Company’s strategy to become a globally recognized brand. F45 has three reportable segments: United States, Australia and Rest of World. The Company refers to “United States” as the operations in the United States and South America. The Company refers to “Australia” as the operations in Australia, New Zealand and the immediately surrounding island nations. The Company refers to “Rest of World” as the operations in locations other than the United States and Australia. The Company’s Chief Operating Decision Maker (“CODM”) group is comprised of two executive officers, Messrs. Adam Gilchrist and Chris Payne. Segment information is presented in the same manner that the Company’s CODM reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis. The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resou rces (in thousands) : For the Year Ended For the Year Ended Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 44,627 $ 4,416 $ 40,211 $ 30,962 $ 6,996 $ 23,966 Equipment and merchandise 43,539 17,689 25,850 14,086 10,053 4,033 $ 88,166 $ 22,105 $ 66,061 $ 45,048 $ 17,049 $ 27,999 Australia: Franchise $ 12,878 $ 552 $ 12,326 $ 10,577 $ 760 $ 9,817 Equipment and merchandise 6,678 4,825 1,853 6,307 6,158 149 $ 19,556 $ 5,377 $ 14,179 $ 16,884 $ 6,918 $ 9,966 Rest of World: Franchise $ 16,202 $ 467 $ 15,735 $ 11,016 $ 181 $ 10,835 Equipment and merchandise 10,098 5,944 4,154 9,365 5,502 3,863 $ 26,300 $ 6,411 $ 19,889 $ 20,381 $ 5,683 $ 14,698 Consolidated: Franchise $ 73,707 $ 5,435 $ 68,272 $ 52,555 $ 7,937 $ 44,618 Equipment and merchandise 60,315 28,458 31,857 29,758 21,713 8,045 $ 134,022 $ 33,893 $ 100,129 $ 82,313 $ 29,650 $ 52,663 One customer in the United States accounted f or $20.2 million, or 15%, of the Company’s total revenues for the year ended December 31, 2021. None of the Company’s customers accounted for more than 10% of the Company’s total revenues for the year ended December 31, 2020. Selling, general and administrative expenses, other income, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. The reconciliation between reportable segment gross profit to consolidated net loss is as follows (in thousands): For the Year Ended December 31, 2021 2020 Segment gross profit $ 100,129 $ 52,663 Selling, general, and administrative expenses 182,667 57,827 Loss on derivative liabilities 48,603 8,818 Interest expense, net 59,353 9,399 Other income, net (722) (1,154) (Benefit) provision for income taxes (7,057) 3,062 Net loss $ (182,715) $ (25,289) For the years ended December 31, 2021, the Company’s had CIP additions of $2.2 million in the United States. For the year ended December 31, 2020 , the Company’s long-lived asset additions were not significant.

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent events	Subsequent eventsNone.

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements reflect all normal recurring adjustments which are considered necessary for the fair presentation of the financial position of the Company as of December 31, 2021 and
Consolidation	All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Key estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition, allowance for doubtful accounts, depreciation of long-lived assets, valuation of acquired assets and liabilities assumed as part of a business combination, internally developed software, amortization of intangible assets, impairment of long-lived assets, goodwill, and intangible assets, fair value of derivative instruments, fair value of stock-based awards, and accounting for income taxes. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from these estimates.
Cash and cash equivalents	Cash and cash equivalents Cash and cash equivalents consist of bank deposits. The Company holds cash and cash equivalents at major financial institutions, which often exceed insured limits. Historically, the Company has not experienced any losses due to such bank depository concentration.
Accounts receivable and allowance for doubtful accounts	Accounts receivable and allowance for doubtful accounts Accounts receivable is primarily comprised of amounts owed to the Company resulting from fees due from franchisees. The Company evaluates its accounts receivable on an ongoing basis and establishes an allowance for doubtful accounts based on historical collections and specific review of outstanding accounts receivable. Accounts receivable are written off as uncollectible when it is determined that further collection efforts will be unsuccessful.
Inventories	InventoriesInventory is carried at the lower of cost or net realizable value. Inventory primarily consists of finished goods such as merchandise and equipment. The first-in, first-out method is used to determine the cost of inventories held for sale to franchisees. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to reflect the lower of cost or net realizable value. If actual market conditions are less favorable than those projected by the Company, further charges may be required.
Property and equipment	Property and equipment Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life. Refer to Note 3 — Property and equipment, net for useful lives of property and equipment. Leasehold improvements depreciates over the shorter of the lease term or the estimated useful life of the related asset. Maintenance and repair costs are expensed in the period incurred. Expenditures for purchases and improvements that extend the useful lives of property and equipment are capitalized and depreciated over the term of the lease or useful life of the equipment. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Construction in progress	Construction in progressConstruction in progress (“CIP”) consists of costs associated with the leasehold improvement activities of the Company’s new headquarter in Austin, Texas. Capitalization of these costs ceases and CIP is transferred to property and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized for until the assets are completed and ready for their intended use.
Business combination	Business combination The Company includes the results of operations of the businesses that the Company acquires as of the acquisition date. The Company allocates the consideration transferred of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions, including projections of future events and operating performance. The purchase price allocation may be provisional during a measurement period of up to one year to provide
Goodwill and intangible assets	Goodwill and intangible assets Goodwill and intangible assets that arise from acquisitions are recorded in accordance with Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other . In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade and brand names, customer relationships, and reacquired franchise rights. Transactions are evaluated to determine whether any gain or loss on reacquired franchise rights, based on their fair value, should be recognized separately from identified intangibles. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. The Company evaluates the reporting units periodically, as well as when changes in the operating segments occur. For changes in reporting units, the Company reassigns goodwill using a relative fair value allocation approach. The Company capitalizes costs associated with software developed or obtained for internal use when the preliminary project stage is completed. These capitalized costs are included in intangible assets and include third party cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized to selling, general and administrative expenses using the straight-line method over an estimated useful life of three years commencing when the software development project is ready for its intended use. Amounts related to software development that are not capitalized are charged immediately to selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The recoverability of software development costs capitalized under ASC 350-40 is evaluated in accordance with the methodology noted within the “Impairment of long-lived assets, goodwill, and intangible assets” section below. When, in management’s estimate, future cash flows will not be sufficient to recover previously capitalized costs, the Company expenses these capitalized costs to selling, general and administrative expenses in the period such a determination is made. Goodwill, trade names and trademarks have an indefinite life and are not amortized, but are tested annually for impairment or more frequently if impairment indicators arise, as described below.
Impairment of long-lived assets, goodwill, and intangible assets	Impairment of long-lived assets, goodwill, and intangible assets The Company assesses potential impairment of its long-lived assets, which include property and equipment and amortizable intangible assets, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Goodwill is tested annually for impairment or more frequently when an event or circumstance indicates that goodwill might be impaired. Generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If factors indicate that this is the case, the Company then estimates the fair value of the related reporting unit. If the fair value is less than the carrying value, the goodwill of the reporting unit is determined to be impaired and the Company will record an impairment equal to the excess of the carrying value over its fair value. The indefinite-lived intangible asset impairment test consists of a comparison of the fair value of each asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. The Company is also permitted to make a qualitative assessment of whether it is more likely than not an indefinite-lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If based on the Company’s qualitative assessment it is more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment may be required. The Company also tests for impairment whenever events or circumstances indicate that the fair value of such indefinite-lived intangible asset has been impaired. If impairment indicators arise with respect to finite-lived intangible assets, the Company evaluates impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then the Company estimates the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. The Company recognizes any shortfall from carrying value as an impairment loss in the current period. The Company completed the required annual impairment test of goodwill and indefinite-lived intangible assets as of October 1, 2021. There were no impairment charges recorded on the Company’s long-lived assets, goodwill and indefinite-lived and finite-lived intangible assets during the years ended December 31, 2021 and 2020.
Deferred IPO costs	Deferred IPO costsDeferred IPO costs, which consist primarily of direct incremental legal and accounting fees relating to the IPO, registration fees, filing fees, and listing fees, are capitalized.
Debt issuance costs	Debt issuance costs Debt issuance costs of $1.0 million and $5.2 million were incurred during the years ended December 31, 2021 and 2020, respectively, for arranging the Company’s various debt instruments. The debt issuance costs of $1.0 million associated with the revolving facility during the year ended December 31, 2021 are recorded as deferred co sts in the consolidated balance sheets and amortized over the term of the related debt on a straight-line basis. The debt issuance costs of $5.2 million associated with the term loan facilities during the year ended December 31, 2020 are recorded as an offset within debt in the consolidated balance sheets and accr eted over the term of the related debt using the effective interest rate method.
Revenue from contracts with customers	Revenue from contracts with customers The Company’s contracts with customers are typically comprised of multiple performance obligations, including exclusive franchise rights to access the Company’s intellectual property to operate an F45 Training-branded fitness facility in a specific territory (franchise agreements), a material right related to discounted renewals of the franchis e agreements (both reflected in franchise revenue in the consolidated statements of operations and comprehensive loss) and equipment and merchandise. Taxes collected from customers and remitted to government authorities are recorded on a net basis. Franchise revenue The Company’s primary performance obligation under the franchise agreement is granting certain exclusive rights to access the Company’s intellectual property to operate an F45 Training-branded fitness facility in a defined territory. This performance obligation is a right to access the Company’s intellectual property, which is satisfied ratably over the term of the franchise agreement. Renewal fees are generally recognized over the renewal term for the respective agreement from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer. Franchise agreements generally consist of an obligation to grant exclusive rights over a defined territory and may include options to renew the agreement. Earlier franchise agreements had an initial term of three years while more recent agreements have an initial term of five years. With the Company’s approval, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is paid. The Company’s arrangements have no financing elements as there is no difference between the promised consideration and the cash selling price. Additionally, the Company has assessed that a significant amount of the costs incurred under the contract to perform are incurred up-front. Franchise revenue consists primarily of upfront establishment fees, monthly franchise fees and other franchise-related fees. The upfront establishment fee is payable by the franchisee upon signing a new franchise agreement and monthly franchise and related fees are payable throughout the term of the franchise license. Historically, franchisees have paid a fixed monthly franchise fee. For new franchisees the franchise fee is based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue. Discounted franchise agreement renewal fees The Company’s franchise agreements may include discounted renewal options allowing franchisees to renew at no cost or at a reduction of the initial upfront establishment fee. The resulting discount in fees at renewal provides a material right to franchisees. The Company’s obligation to provide future discounted renewals to franchisees are accounted for as separate performance obligations. The value of these material rights related to the future discount was determined by reference to the estimated franchise agreement term, which has been estimated to be 10 years, and related estimated transaction price. The estimated transaction price allocated to the franchise agreements, including the upfront establishment fee, is recognized as revenue over the estimated contract term of 10 years, which gives recognition to the renewal option containing a material right. At the end of the initial contract term, any unrecognized transaction price would be recognized during the renewal term, if exercised, or whe n the renewal option expires, if unexercised. Equipment and merchandise revenue The Company requires its franchisees to purchase fitness and technology equipment directly from the Company and payment is required to be made prior to the placement of the franchisees’ orders. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the franchisee, which is when the franchisee obtains physical possession of the goods, legal title has transferred, and the franchisee has all risks and rewards of ownership. The franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment and merchandise revenue and freight costs are recorded within cost of equipment and merchandise revenue. The Company is the principal in a majority of its equipment revenue transactions as the Company controls its proprietary equipment prior to delivery to the franchisee, has pricing discretion over the goods, and has primary responsibility to fulfill the franchisee order through its direct third-party vendor. The Company is the agent in a limited number of equipment and merchandise revenue transactions where the franchisee interacts directly with third-party vendors for which the Company receives a rebate on sales directly from the vendor. Allocation of transaction price The Company’s contracts include multiple performance obligations—typically the franchise license, equipment and material rights for discounted renewal fees. Judgment is required to determine the standalone selling price for these performance obligations. The Company does not sell the franchise license or World Pack equipment on a stand-alone basis (the Company’s contracts with customers almost always include both performance obligations), as such the standalone selling price of the performance obligations are not directly observable on a stand-alone basis. Accordingly, the Company estimates the standalone selling prices using available information including the prices charged for each performance obligation within its contracts with customers in the relevant geographies and market conditions. Individual standalone selling prices are estimated for each geographic location, primarily the United States, Australia and ROW, due to the unique market conditions of those performance obligations in each region. Contract Assets Contract assets primarily consist of unbilled revenue where the Company is utilizing the costs incurred as the measure of progress of satisfying the performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end in accordance with contract terms. The unbilled contract assets are principally the result of a number of multi-unit franchise agreements executed during 2021. As of December 31, 2021 and 2020, the Company had contract assets of $4.3 million and $1.2 million, respectively, in other curre nt assets, and $18.4 million and $4.9 million, respectively, in other long-term assets. These contract assets are subject to impairment assessment. During the years ended December 31, 2021 and 2020, the Company recognized $1.7 million and $0, respectively, of impairment charges with respect to these assets within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Deferred costs Deferred costs consist of incremental costs to obtain (e.g., commissions) and fulfill (e.g., payroll costs) a contract with a franchisee. Both the incremental costs to obtain and fulfill a contract with a franchisee are capitalized and amortized on a straight-line basis over the expected period if the Company expects to recover those costs. The Company reviews existing franchisee contract terminations and where terminations are identified associated contract and fulfillment costs are fully impaired. As of December 31, 2021 and 2020, the Company had $13.8 million and $12.8 million, respectively, of deferred costs to obtain and fulfill contracts with franchisees. During the years ended December 31, 2021 and 2020, the Company recognized $1.8 million and $1.6 million, respectively, in amortization of these deferred costs. The amortization of these costs is included in selling, general and administrative expenses for costs to obtain a contract and cost of franchise revenue for costs to fulfill a contract in the consolidated statements of operations and comprehensive lo ss. During the years ended December 31, 2021 and 2020, the Company recognized $0.8 million and $0, respectively, of impairment charges with respect to these assets within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss . Change in estimate During the height of the COVID-19 pandemic in 2020, the Company entered into franchise agreements that included a discount on upfront establishment fees and modified other contract terms as part of a limited-time promotional offer made exclusively to existing franchises (“limited-time promotional deals”). The Company deemed that the limited-time promotional deals did not meet the criteria of a contract at the inception of the agreement under ASC 606-10-25-1 due to the Company’s inability to determine that collectability under the agreements was probable, and as such, did not begin immediately recognizing revenue upon the inception of these franchise agreements . During the second quarter of 2021, the Company assessed the limited-time promotional deals and determined the criteria of a contract under ASC 606-10-25-1 had been met and, as a result, recorded a cumulative catch-up in revenue of $2.2 million. The Company noted the assessment of collectability was primarily driven by a review of post-COVID payment and collection history for franchisees who owned multiple studios within the Company's network, system-wide sales per region, and increases in post re-opening weekly visit volume and store-level gross sales volumes compared to specified periods in which the contracts were initially signed. The Company’s United States subsidiary, F45 Training, Inc., operates in various states within the United States which require the Company to defer collection of certain fees (“the Deferred States”), including the initial establishment fees, until certain criteria are met as specified by state and local requirements. In Deferred States, the Company concluded that the deferred establishment fees represent variable consideration as receipt was subject to uncertainty due to a lack of experience with contracts requiring deferral of establishment fees and uncertainty on the length of timing between inception of an agreement and the opening of a studio. As a result, establishment fees were excluded from the transaction price upon signing of the franchise agreements with franchises located in Deferred States. The Company re-evaluates the transaction price on its Deferred States franchise agreements if there is a significant change in facts and circumstances at the end of each reporting period. During the second quarter of 2021, the Company increased the transaction price of the Deferred States contracts by $1.7 million because of an enhanced history of franchise agreements and collections history on Deferred States franchise agreements, as well as a review of post-COVID payment and collection history for similar franchisees, resulting in the recognition of an additional $1.3 million in revenue during the year ended December 31, 2021. Consideration from a vendor Consideration from a vendor includes rebates that the Company can apply against the purchase price of the equipment acquired from the Company’s suppliers. Such consideration is accounted for by the Company as a reduction to the cost of sales of the related acquired equipment upon delivery to the franchisee. For the years ended December 31, 2021 and 2020, the Company recognized $6.0 million and $0, respectively, of consideration from its suppliers as a reduction to the cost of sales of equipment and merchandise in the consolidated statements of operations and comprehensive loss.
Leases	Leases The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. During the years ended December 31, 2021 and 2020, the rent expense w as $2.9 million and $0.8 million, respectively, and recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Advertising	Advertising Advertising and marketing costs are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising expenses included in selling, general and administrative expenses totaled $16.5 million and $4.0 million, respectively.
Income taxes	Income taxes The Company uses the liability method to account for income taxes as prescribed by ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax (benefit) expense is the result of changes in deferred tax assets and liabilities. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates in the period during which they are signed into law. The factors used to assess the Company’s ability to realize its deferred tax assets are the Company’s forecast of future taxable income and available tax planning strategies that could be implemented. Under ASC 740, a valuation allowance is required when it is more likely than not that all or some portion of the deferred tax assets will not be realized due to the inability to generate sufficient future taxable income of the correct character. Failure to achieve previous forecasted taxable income could affect the ultimate realization of deferred tax assets and could negatively impact the Company’s effective tax rate on future earnings. Tax benefits from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to
Foreign currency	Foreign currency The functional currency for the Company is the United States dollar. The Company has determined all other international subsidiaries’ functional currencies are the local currency. The assets and liabilities of the international subsidiaries are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the consolidated statements of operations and comprehensive loss.
Stock-based compensation	Stock-based compensationStock-based compensation cost is measured at the grant date, based on the fair value of the award. The Company estimates the fair value of stock-based payment awards subject to both performance and market conditions on the date of grant using a Monte Carlo simulation model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation cost for awards whose vesting is subject to the occurrence of both a performance condition and market condition is recognized immediately at the time the performance condition is achieved. Liability-classified awards are accounted at fair value at the grant date and remeasured at each reporting period until the awards are settled, with all changes in fair value recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Basic and diluted loss per share	Basic and diluted loss per share The Company computes loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock are participating securities, as preferred stockholders have rights to participate in dividends w ith the common stockholders on a pro-rata, as converted basis. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses.
Fair value measurements	Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 —Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. • Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of cash and cash equivalents, accounts receivable, inventory, and accounts payable and accrued expenses, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. These estimated fair values may not be representative of actual values of the financial instruments that could have been realized or that will be realized in the future. The valuation techniques used to measure the fair value of the Company’s debt instruments and stock-based compensation are based on level 2 or 3 inputs.
Derivative instruments	Derivative instruments Interest rate swap The Company is subject to interest rate volatility on its floating-rate debt. The Company has entered into an interest rate swap agreement to manage its exposure to interest rate fluctuations, which terminated in July 2021 in connection with the IPO. The principal objective of these agreements is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company elected to apply the hedge accounting rules in accordance with authoritative guidance for the agreement. The agreement was carried at fair value as a liability on the consolidated balance sheets. Changes in the fair value of the agreement designated a s a cash fl ow hedge was recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity (deficit) and was amortized to interest expense over the term of the related debt. The fair value of the interest rate swap agreements as of December 31, 2020 was $0.7 million. Embedded derivatives When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a deri vative liabilities. The estimated fair value of the derivative feature is recorded as a liability in the consolidated balance sh e ets, separate from the carrying value of the host contract. Subsequent changes in the estimated fair value of the embedded derivatives are recorded as a gain or loss in within loss on derivative liabilities in the Company’s consolidated statements of operations and comprehensive loss. The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model. Valuations derived from this model are subject to ongoing internal and external verification review. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. The fair value of the embedded derivatives on the debt agreement as of December 31, 2020 was $36.6 million. T he embedded derivatives were extinguished in connection with the repayment of the debt upon the IPO.
Recently issued accounting pronouncements	Recently issued accounting pronouncements Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company (“EGC”). The Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases (“Topic 842”), by issuing Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, ASU No. 2019-01, Codification Improvements, ASU No. 2019-10, Effective Dates, and ASU No. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to ASU 2016-02. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition within the income statement. Topic 842 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. While the Company is currently evaluating the impact of adopting Topic 842, the Company expects to recognize right-of-use assets and lease liabilities on its consolidated balance sheets upon adoption. The standard is not expected to have a material impact to the consolidated statements of operations and comprehensive loss and statements of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Topic 326 was subsequently amended by ASU No. 2018-19, Codification Improvements, ASU No. 2019-04, Codification Improvements, ASU No. 2019-05, Targeted Transition Relief; ASU No. 2019-10, Effective Dates, ASU No. 2019-11, Codification Improvements, and ASU No. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC section on Effective Date Related to ASU 2016-02. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740. This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“ASU 2020-04”), which provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its consolidated financial statements, however, the Company does not believe that adoption of ASU 2020-04 will materially impact its consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Entity (Subtopic 815-40), to clarify the accounting for modifications or exchanges of equity-classified warrants (“ASU 2021-04”). In accordance with the ASU, if there is a modification and the option is still determined to be classified as equity, the modification should be accounted for as an exchange of the original option for a new option. This guidance will be effective for the Company beginning with the year ending December 31, 2022, with early adoption permitted. The Company is currently evaluating the impact of this update and will monitor for modifications or exchanges of the issued freestanding stock options, but at this time does not anticipate the adoption of ASU 2021-04 to have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. This guidance will be effective for the Company beginning with the year ended December 31, 2023, with early adoption permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements.

Summary of significant accoun_3

Summary of significant accounting policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Accounts, Notes, Loans and Financing Receivable	The change in allowance for doubtful accounts is as follows (in thousands): For the Year Ended December 31, 2021 2020 Balance as of beginning of the year $ 5,746 PY $ 1,069 Provisions for bad debts, included in selling, general and administrative 8,746 a 6,709 Uncollectible receivables written off (6,360) (2,032) Balance as of end of the year $ 8,132 $ 5,746

Property and equipment, net (Ta

Property and equipment, net (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net, consists of the following as of December 31, 2021 and 2020 (in thousands): Estimated Useful Life December 31, 2021 December 31, 2020 (years) Vehicles 5 $ 177 $ 43 Furniture and fixtures 7 542 179 Office and other equipment 5 945 720 Leasehold improvements Lesser of lease term or useful life 2,825 675 Construction in progress n/a 2,241 — 6,730 1,617 Less accumulated depreciation (1,085) (733) Total property and equipment, net $ 5,645 $ 884

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of purchase consideration was allocated	The following table summarizes the fair value of the consideration transferred at the date of acquisition, as well as the calculation of goodwill based on the excess of consideration over the provisional fair value of net assets acquired (in thousands): Fair value of consideration transferred: Cash paid to shareholders $ 7,521 Less: cash acquired (19) Fair value of consideration transferred, net of cash acquired $ 7,502 Less net assets acquired: Assets acquired: Accounts receivable $ 7 Inventory 53 Prepaid expenses 31 Other assets 30 Property and equipment, net 1,292 Intangible assets 2,141 $ 3,554 Liabilities assumed: Accounts payable and accrued expenses $ (161) Short-term debt (170) Deferred tax liability (497) $ (828) Net assets acquired 2,726 Goodwill $ 4,776
Schedule of acquired intangible assets	The acquired intangible assets consist of the following: Useful Life (in years) Fair Value as of October 29, 2021 Brand name Indefinite $ 418 Software 6 485 Customer contracts 7 1,238 Total $ 2,141

Goodwill and intangible assets

Goodwill and intangible assets (Tables)	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Useful Lives and Carrying Values of Indefinite-Lived Intangible Assets	The following table summarizes the useful lives and carrying values of goodwill and intangible assets, including internal-use software (in thousands): As of December 31, 2021 As of December 31, 2020 Useful Life Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value (in years) Goodwill n/a $ 4,614 $ — $ 4,614 $ — $ — $ — Internal-use software 3 $ 3,862 $ 2,077 $ 1,785 $ 2,767 $ 1,352 $ 1,415 Trade names & trademarks n/a 3,329 3,329 343 — 343 Customer contracts 7 1,194 30 1,164 — — — Acquired software 6 - 9 23,324 1,156 22,168 — — — Total intangible assets, net $ 31,709 $ 3,263 $ 28,446 $ 3,110 $ 1,352 $ 1,758
Summary of Useful Lives and Carrying Values of Finite-Lived Intangible Assets	The following table summarizes the useful lives and carrying values of goodwill and intangible assets, including internal-use software (in thousands): As of December 31, 2021 As of December 31, 2020 Useful Life Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value (in years) Goodwill n/a $ 4,614 $ — $ 4,614 $ — $ — $ — Internal-use software 3 $ 3,862 $ 2,077 $ 1,785 $ 2,767 $ 1,352 $ 1,415 Trade names & trademarks n/a 3,329 3,329 343 — 343 Customer contracts 7 1,194 30 1,164 — — — Acquired software 6 - 9 23,324 1,156 22,168 — — — Total intangible assets, net $ 31,709 $ 3,263 $ 28,446 $ 3,110 $ 1,352 $ 1,758
Expected Amortization of Intangible Assets for Future Periods	As of December 31, 2021, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service, is as follows (in thousands): Future Amortization 2022 $ 3,728 2023 3,386 2024 3,033 2025 2,788 2026 2,787 Thereafter 9,395 Total $ 25,117

Accounts payable and accrued _2

Accounts payable and accrued expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Summary accounts payable and accrued expenses	Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, 2021 December 31, 2020 Accounts payable $ 4,777 $ 7,670 Accrued sales tax 5,944 3,423 Accrued payroll and benefits 1,677 1,399 Stock-based compensation liability 4,221 — Accrued inventory purchases 19,862 5,999 Other payables 113 166 Total $ 36,594 $ 18,657

Deferred revenue (Tables)

Deferred revenue (Tables)	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Summary of Deferred Revenue and Contract Assets	The following table reflects the change in deferred revenue from January 1, 2020 to December 31, 2021 (in thousands): Deferred Revenue Balance as of January 1, 2020 $ 23,941 Revenue recognized (21,460) Increase 11,614 Balance as of December 31, 2020 $ 14,095 Revenue recognized (31,229) Increase 31,656 Balance as of December 31, 2021 $ 14,522

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule of Contractually Schedule Maturities of Consolidated Debt Obligations Outstanding	The following table reflects the write off of debt discounts and penalties incurred during the year ended December 31, 2021 that are included in interest expense in the consolidated statements of operations and comprehensive loss (in thousands): Debt Discount Penalty Total Subordinated Convertible Debt $ 23,740 $ — $ 23,740 Subordinated Second Lien Term Loan 4,463 13,034 17,497 First Lien Loan 241 — 241 Total $ 28,444 $ 13,034 $ 41,478

Derivative instruments (Tables)

Derivative instruments (Tables)	12 Months Ended
	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model	The following table sets forth the inputs to the Bond plus Black-Scholes option pricing model that were used to value the embedded conversion and redemption features derivatives: As of December 31, 2020 Risk-free rate Volatility Term (years) Dividend yield Liquidity event 0.10%-0.34% 37.4% 3.00 — QPO event 0.10%-0.34% 34.8% 0.75 —
Summary of Derivative Liabilities	The following table summarizes the derivative liabilities included in the consolidated balance sheets as of December 31, 2021 and 2020 (in thousands): Fair Value of Embedded Derivative Liabilities (Level 3 Inputs): Balance as of January 1, 2020 $ — Initial measurement on October 6, 2020 (27,822) Change in fair value (8,818) Balance as of January 1, 2021 $ (36,640) Change in fair value (48,603) Conversion on July 15, 2021 (IPO) 85,243 Balance as of December 31, 2021 $ —

Fair value (Tables)

Fair value (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value, Liabilities Measured on Recurring Basis	The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands). As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Interest rate swap $ — $ (660) $ — $ (660) Derivative liabilities — (36,640) (36,640) Total Liabilities $ — $ (660) $ (36,640) $ (37,300)

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income before Income Tax, Domestic and Foreign	(Loss) income before income taxes includes the following components (in thousands): Year Ended December 31, 2021 2020 United States $ (208,163) $ (25,527) Foreign 18,391 3,300 Total $ (189,772) $ (22,227)
Schedule of Components of Income Tax Expense (Benefit)	The following table summarizes the components of the (benefit) provision for income taxes (in thousands): Year Ended December 31, 2021 2020 Current Federal $ 1,262 $ 241 State 65 (152) Foreign 7,725 5,746 Total Current $ 9,052 $ 5,835 Deferred Federal (11,139) 745 State (1,495) 217 Foreign (3,475) (3,735) Total Deferred $ (16,109) $ (2,773) Total $ (7,057) $ 3,062
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2021 2020 Federal statutory tax rate 21.0 % 21.0 % State income tax expense, net of federal tax effect 0.5 % 2.2 % Permanent differences (3.4) % (0.6) % Foreign rate differential (0.5) % 3.0 % Convertible note and related expenses (12.0) % — % Other adjustments (3.4) % (7.9) % Withholding tax (1.3) % (0.9) % Unrecognized tax benefits (0.1) % (0.8) % Valuation allowance 2.9 % (29.9) % 3.7 % (13.9) %
Schedule of Deferred Tax Assets and Liabilities	The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): Year Ended December 31, 2021 2020 Accrued expenses $ 16,070 $ 1,812 Deferred revenue 2,361 1,665 Net operating loss & other carryforward 4,917 7,951 Property and equipment 304 (116) Transaction costs 1,727 2,509 Deferred costs (2,034) (1,802) Change in value of derivative liabilities — 2,095 Intangibles (497) — Stock-based compensation 2,068 — Less: Valuation allowance (2,200) (7,018) Total net deferred tax assets $ 22,716 $ 7,096
Schedule Of Gross Unrecognized Tax Benefits Table	A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (exclusive of interest and pe nalties) was as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,699 $ 1,353 Gross increase - Tax positions in prior periods — 2,346 Gross increase - Tax positions in current period — — Ending balance $ 3,699 $ 3,699

Commitment and contingencies (T

Commitment and contingencies (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments	Future minimum lease payments, which include non-cancelable operating leases as of December 31, 2021, are as follows (in thousands): Operating Leases 2022 $ 2,515 2023 3,408 2024 2,702 2025 2,601 2026 2,377 Thereafter 10,109 Total minimum lease payments $ 23,712
Summary of Share Based Payment Award Liability Classified tock Options Valuation Assumptions	The Company estimates the fair value of its liability-classified awards using a Monte-Carlo simulation model at each reporting period until settlement. The other significant assumptions used in the analysis as of December 31, 2021 were as follows: As of December 31, 2021 Risk-free interest rate 0.21% - 1.18% Expected dividend yield — Expected term in years 0.04 - 4.5 Expected volatility 20.30% - 29.20%

Stock-based compensation (Table

Stock-based compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of Valuation Thresholds and Stock Units Vested	The RSUs were to vest based on the Company attaining certain valuation thresholds upon a vesting event, defined as: (i) a deemed liquidation event or change in control; (ii) the closing of a financing transaction including the sale, issuance or redemption of the Company’s (or one of its subsidiaries) equity securities, and any initial public offering; or (iii) at any time that the Company’s common stock is publicly traded, with the Company’s equity value exceeding the following thresholds: Company Equity Value Threshold Potential Restricted Stock Units Vested $1.0 billion 912,882 $1.5 billion 912,882 $2.0 billion 912,884
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	The weighted-average fair value and the assumptions used to measure fair value were as follows: Weighted-average fair value (1) $ 4.67 Risk-free interest rate (2) 0.92% - 1.33% Expected dividend yield (3) — Expected volatility (4) 26.3% - 29.2% Expected term in years 5.46 - 5.76 (1) The weighted-average fair value based on stock options granted during the period. (2) The risk-free interest rate was estimated based on the yield on U.S. Treasury scrips (3) The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award. (4) Selected volatility is relevered equity volatility based on median asset volatility.
Share-based Payment Arrangement, Option, Activity	A summary of option activity under the employee share option plan as of December 31, 2021 , and changes during the period then ended is presented below: Shares (in thousands) Weighted - Average Exercise Price Weighted - Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding as of January 1, 2021 — $ — $ — Granted 267 15.93 Exercised — — Forfeited or expired (15) 16.00 Outstanding as of December 31, 2021 252 $ 15.92 $ — Vested and Exercisable 63 $ 15.92 $ — Expected to Vest 189 $ 15.92 1.55 $ —
Schedule of Nonvested Restricted Stock Units Activity	A summary of RSU’s activity is as follows: Shares (in thousands) Weighted - Average Grant Date Fair Value Per Share Outstanding as of January 1, 2021 — $ — Granted 3,676 15.48 Vested (2,513) 15.34 Forfeited (166) 16.00 Outstanding as of December 31, 2021 997 $ 15.74
Nonvested Restricted Stock Shares Activity	A summary of RSAs activity is as follows: Shares (in thousands) Weighted - Average Grant Date Fair Value Per Share Outstanding as of January 1, 2021 — $ — Granted 117 14.60 Vested — — Forfeited — — Outstanding as of December 31, 2021 117 $ 14.60

Basic and diluted net loss pe_2

Basic and diluted net loss per share (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of Computation of Net Income (Loss) Per Share	The computation of net loss per share and weighted average shares of the Company’s common stock outstanding for the periods presented are as follows (in thousands, except share and per share data): Year Ended 2021 2020 Numerator: Net loss $ (182,715) $ (25,289) Net loss allocated to participating preferred shares — — Net loss attributable to common stockholders—basic and diluted $ (182,715) $ (25,289) Denominator: Weighted average common shares outstanding—basic and diluted 60,195,201 50,434,598 Net loss per common share: Basic and diluted $ (3.04) $ (0.50) Anti-dilutive securities excluded from diluted loss per common share: Unvested restricted stock units 2,835,019 — Unvested restricted stock awards 116,949 — Stock options to purchase common stock 252,737 — Convertible preferred stock — 9,854,432 Restricted stock units — 2,738,648 Convertible notes — 5,856,302 Total 3,204,705 18,449,382

Segment and geographic area inf

Segment and geographic area information (Tables)	12 Months Ended
	Dec. 31, 2021
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resou rces (in thousands) : For the Year Ended For the Year Ended Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 44,627 $ 4,416 $ 40,211 $ 30,962 $ 6,996 $ 23,966 Equipment and merchandise 43,539 17,689 25,850 14,086 10,053 4,033 $ 88,166 $ 22,105 $ 66,061 $ 45,048 $ 17,049 $ 27,999 Australia: Franchise $ 12,878 $ 552 $ 12,326 $ 10,577 $ 760 $ 9,817 Equipment and merchandise 6,678 4,825 1,853 6,307 6,158 149 $ 19,556 $ 5,377 $ 14,179 $ 16,884 $ 6,918 $ 9,966 Rest of World: Franchise $ 16,202 $ 467 $ 15,735 $ 11,016 $ 181 $ 10,835 Equipment and merchandise 10,098 5,944 4,154 9,365 5,502 3,863 $ 26,300 $ 6,411 $ 19,889 $ 20,381 $ 5,683 $ 14,698 Consolidated: Franchise $ 73,707 $ 5,435 $ 68,272 $ 52,555 $ 7,937 $ 44,618 Equipment and merchandise 60,315 28,458 31,857 29,758 21,713 8,045 $ 134,022 $ 33,893 $ 100,129 $ 82,313 $ 29,650 $ 52,663
Reconciliation of Operating Profit (Loss) from Segments to Consolidated	The reconciliation between reportable segment gross profit to consolidated net loss is as follows (in thousands): For the Year Ended December 31, 2021 2020 Segment gross profit $ 100,129 $ 52,663 Selling, general, and administrative expenses 182,667 57,827 Loss on derivative liabilities 48,603 8,818 Interest expense, net 59,353 9,399 Other income, net (722) (1,154) (Benefit) provision for income taxes (7,057) 3,062 Net loss $ (182,715) $ (25,289)

Nature of the business and ba_2

Nature of the business and basis of presentation (Details) $ / shares in Units, $ in Thousands	Aug. 17, 2021USD ($)shares	Aug. 13, 2021$ / sharesshares	Jul. 15, 2021USD ($)shareholder$ / sharesshares	Oct. 06, 2020USD ($)shares	Mar. 15, 2019shares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jul. 14, 2021$ / shares	Dec. 30, 2020shares
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage					72.50%
Preferred stock, shares outstanding (in shares)									1,145,568
Common stock, shares outstanding (in shares)						95,806,063	29,281,514		3,181,514
Repurchase of common stock | $							$ 174,722
Share price (in dollars per share) | $ / shares		$ 16				$ 10.89		$ 10
Capital stock shares authorized (in shares)			215,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.00005			$ 0.00005	$ 0.00005	$ 0.00005
Preferred stock, shares outstanding (in shares)						0	9,854,432
Proceeds from issuance of Common Stock, net of offering costs | $	$ 4,600					$ 277,753	$ 0
MWIG LLC
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage					27.50%
F Forty Five Aus Hold Co
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage					100.00%
Stock issued during period, shares, acquisitions (in shares)					29,000,000
2020 Stock Repurchase Agreements | Mr Deutsch
Schedule of Equity Method Investments [Line Items]
Payment of bonus | $				$ 2,500
Common Stock
Schedule of Equity Method Investments [Line Items]
Repurchase of common stock (in shares)							31,900,000
Repurchase of common stock | $							$ 2
Stock issued during period, shares, new issues (in shares)						19,057,889
Common Stock | 2020 Stock Repurchase Agreements
Schedule of Equity Method Investments [Line Items]
Repurchase of common stock (in shares)				31,900,000
Repurchase of common stock | $				$ 174,700
Convertible Preferred Stock
Schedule of Equity Method Investments [Line Items]
Preferred stock, shares outstanding (in shares)						0
IPO
Schedule of Equity Method Investments [Line Items]
Stock issued during period, shares, new issues (in shares)	307,889	1,231,555	18,750,000
Sale Of Stock, Stockholders | shareholder			1
Sale of stock, number of shares issued in transaction (in shares)			1,562,500
Proceeds from issuance of IPO | $			$ 277,800
IPO | Common Stock
Schedule of Equity Method Investments [Line Items]
Stock issued during period, shares, new issues (in shares)			20,312,500
Shares issued, price per share (in dollars per share) | $ / shares			$ 0.00005
Share price (in dollars per share) | $ / shares			$ 16
Preferred stock, shares outstanding (in shares)			27,368,102
Convertible preferred stock, shares issued upon conversion (in shares)			14,847,066
IPO | Convertible Preferred Stock
Schedule of Equity Method Investments [Line Items]
Preferred stock, shares outstanding (in shares)			9,854,432
Temporary equity, aggregate amount of redemption requirement | $			$ 98,500
Over-Allotment Option
Schedule of Equity Method Investments [Line Items]
Stock issued during period, shares, new issues (in shares)		307,889

Summary of significant accoun_4

Summary of significant accounting policies - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended	12 Months Ended
	Jul. 31, 2021	Jun. 30, 2021USD ($)	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)
Unusual or Infrequent Item, or Both [Line Items]
Stockholders' equity note, stock split	2
Provision for inventory			$ 155	$ 168
Depreciation			396	371
Impairment charges			800	0
Indefinite-live intangible assets			0
Goodwill impairment				0
Deferred IPO costs			5,800	0
Offering costs expensed				4,700
Contract asset, current			4,300	1,200
Contract asset, non-current			18,400	4,900
Impairment expense assets			1,700	0
Deferred costs to obtain and fulfill contracts			13,800	12,800
Amortization of deferred costs			1,800	1,600
Additional revenues recognized		$ 2,200
Revenue from related parties			6,000	0
Rent expense			2,900	800
Advertising expense			16,500	4,000
Deferred State Contracts
Unusual or Infrequent Item, or Both [Line Items]
Additional revenues recognized		$ 1,700
Deferred State Franchise Agreements
Unusual or Infrequent Item, or Both [Line Items]
Additional revenues recognized			1,300
Fair Value, Recurring
Unusual or Infrequent Item, or Both [Line Items]
Financial liabilities				37,300
Interest rate swap | Fair Value, Recurring
Unusual or Infrequent Item, or Both [Line Items]
Financial liabilities				660
Embedded derivative | Fair Value, Recurring
Unusual or Infrequent Item, or Both [Line Items]
Financial liabilities				36,600
Revolving Credit Facility
Unusual or Infrequent Item, or Both [Line Items]
Debt issuance costs			$ 1,000
Term Loan Facilities
Unusual or Infrequent Item, or Both [Line Items]
Debt issuance costs				5,200
Software and Software Development Costs
Unusual or Infrequent Item, or Both [Line Items]
Useful Life			3 years
Franchise
Unusual or Infrequent Item, or Both [Line Items]
Revenue from related parties			$ 5,221	$ 340
Franchise Renewal Fees
Unusual or Infrequent Item, or Both [Line Items]
Agreement terms			10 years
Minimum
Unusual or Infrequent Item, or Both [Line Items]
Shares issued, price per share (in dollars per share) | $ / shares			$ 0.0001
Minimum | Franchise
Unusual or Infrequent Item, or Both [Line Items]
Agreement terms			3 years
Maximum
Unusual or Infrequent Item, or Both [Line Items]
Shares issued, price per share (in dollars per share) | $ / shares			$ 0.00005
Maximum | Franchise
Unusual or Infrequent Item, or Both [Line Items]
Agreement terms			5 years
Common Stock
Unusual or Infrequent Item, or Both [Line Items]
Stockholders' equity note, stock split	2

Summary of significant accoun_5

Summary of significant accounting policies - Change in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of beginning of the year	$ 5,746	$ 1,069
Provisions for bad debts, included in selling, general and administrative	8,746	6,709
Uncollectible receivables written off	(6,360)	(2,032)
Balance as of end of the year	$ 8,132	$ 5,746

Property and equipment, net - S

Property and equipment, net - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,730	$ 1,617
Less accumulated depreciation	(1,085)	(733)
Total property and equipment, net	$ 5,645	884
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Property and equipment, gross	$ 177	43
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Property and equipment, gross	$ 542	179
Office and other equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Property and equipment, gross	$ 945	720
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,825	675
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,241	$ 0

Property and equipment, net - N

Property and equipment, net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 396	$ 371

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Oct. 29, 2021	Jul. 19, 2021	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Net Value				$ 28,446	$ 1,758
Accumulated Amortization				3,263	1,352
Acquisition of Flywheel				$ 25,033	$ 0
Flywheel Sports, Inc
Business Acquisition [Line Items]
Useful Life				9 years
Asset acquisition cash consideration		$ 25,000
Liability incurred			$ 20,600
Decrease in cash consideration		800
Net consideration transferred		$ 24,200
Licensing Agreements
Business Acquisition [Line Items]
Useful Life			5 years
Net Value			$ 20,800
Licensing Agreements | Flywheel Sports, Inc
Business Acquisition [Line Items]
Net carrying amounts			19,800
Accumulated amortization			800
Licensing Agreements | FW SPV II LLC
Business Acquisition [Line Items]
License agreement			$ 5,000
Vive Active Brookvale Pty Ltd
Business Acquisition [Line Items]
Percentage of voting interests	100.00%
Consideration Transferred	$ 7,502
Cash up front (in percentage)	50.00%
Deferred cash (in percentage)	50.00%
Deferred cash consideration payment period	6 months
Goodwill expected to be tax deductible	$ 0
Related expenses				$ 300
Business combination, pro forma information, revenue of acquire				500
Business combination, pro forma information, net loss of acquire				$ 100

Acquisitions - Schedule of purc

Acquisitions - Schedule of purchase consideration was allocated (Details) - USD ($) $ in Thousands	Oct. 29, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 4,614	$ 0
Vive Active Brookvale Pty Ltd
Business Acquisition [Line Items]
Cash paid to shareholders	$ 7,521
Less: cash acquired	(19)
Consideration Transferred	7,502
Accounts receivable	7
Inventory	53
Prepaid expenses	31
Other assets	30
Property and equipment, net	1,292
Intangible assets	2,141
Assets acquired	3,554
Accounts payable and accrued expenses	(161)
Short-term debt	(170)
Deferred tax liability	(497)
Liabilities assumed	(828)
Net assets acquired	2,726
Goodwill	$ 4,776

Acquisitions - Schedule of acqu

Acquisitions - Schedule of acquired intangible assets (Details) - USD ($) $ in Thousands	Oct. 29, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Intangible assets, net	$ 2,141	$ 28,446	$ 1,758
Brand name
Business Acquisition [Line Items]
Intangible assets, net	$ 418
Software
Business Acquisition [Line Items]
Useful Life	6 years	3 years
Intangible assets, net	$ 485
Customer contracts
Business Acquisition [Line Items]
Useful Life	7 years	7 years
Intangible assets, net	$ 1,238

Goodwill and intangible asset_2

Goodwill and intangible assets - Summary of Useful Lives and Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 29, 2021	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 4,614	$ 0
Gross Value		31,709	3,110
Accumulated Amortization		3,263	1,352
Net Value		28,446	1,758
Trade names & trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Value		3,329	343
Accumulated Amortization			0
Net Value		$ 3,329	343
Internal-use software
Finite-Lived Intangible Assets [Line Items]
Useful Life	6 years	3 years
Gross Value		$ 3,862	2,767
Accumulated Amortization		2,077	1,352
Net Value		$ 1,785	1,415
Customer contracts
Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years	7 years
Gross Value		$ 1,194	0
Accumulated Amortization		30	0
Net Value		1,164	0
Acquired software
Finite-Lived Intangible Assets [Line Items]
Gross Value		23,324	0
Accumulated Amortization		1,156	0
Net Value		$ 22,168	$ 0
Acquired software | Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life		6 years
Acquired software | Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life		9 years

Goodwill and intangible asset_3

Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2,753	$ 719
Internal-use software
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life of intangible assets	1 year 7 months 6 days	1 year 8 months 12 days
Acquired software
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life of intangible assets	4 years 9 months 18 days

Goodwill and intangible asset_4

Goodwill and intangible assets - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Future Amortization
Net Value	$ 28,446	$ 1,758
Finite Lived Intangible Assets Excluding Assets Not Yet In Service
Future Amortization
2022	3,728
2023	3,386
2024	3,033
2025	2,788
2026	2,787
Thereafter	9,395
Net Value	$ 25,117

Accounts payable and accrued _3

Accounts payable and accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 4,777	$ 7,670
Accrued sales tax	5,944	3,423
Accrued payroll and benefits	1,677	1,399
Stock-based compensation liability	4,221	0
Accrued inventory purchases	19,862	5,999
Other payables	113	166
Total	$ 36,594	$ 18,657

Deferred revenue - Changes in D

Deferred revenue - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 14,095	$ 23,941
Revenue recognized	(31,229)	(21,460)
Increase	31,656	11,614
Ending balance	$ 14,522	$ 14,095

Deferred revenue - Remaining Pe

Deferred revenue - Remaining Performance Obligation Narrative (Details) $ in Millions	Dec. 31, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 225.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	21.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months

Debt - Narrative (Details)

Debt - Narrative (Details) $ / shares in Units, $ in Thousands	Jul. 19, 2021USD ($)	Jul. 15, 2021USD ($)$ / sharesshares	Oct. 06, 2020USD ($)	Jun. 23, 2020USD ($)	Apr. 10, 2020USD ($)	Sep. 18, 2019USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Oct. 06, 2021	Aug. 13, 2021USD ($)qtr
Debt Instrument [Line Items]
Unamortized debt issuance costs							$ 0	$ 7,000
Interest and debt expense							59,400	8,100
Proceeds from Paycheck Protection Program loan							$ 0	2,063
Paycheck Protection Program
Debt Instrument [Line Items]
Debt term							1 year 6 months
Proceeds from Paycheck Protection Program loan					$ 2,100
Interest rate							1.00%
Borrowings under 2nd Lien Term Loan							$ 2,100
Subordinated Convertible Debt | Convertible Debt Agreement
Debt Instrument [Line Items]
Term loan facility amount			$ 100,000							$ 900
Long term debt bearing fixed interest rate			828.00%
Convertible notes								102,000
Payment of debt issuance costs			$ 3,800
Subordinated Convertible Debt | Convertible Subordinated Debt Second Lien Term Loan
Debt Instrument [Line Items]
Term loan facility amount			$ 125,000
Long term debt bearing fixed interest rate			13.00%
Long-term debt								124,200
Unamortized debt issuance costs							4,500	4,700
Repayments of debt	$ 150,500
Interest and debt expense	$ 3,800
Repayment penalty period	6 months
Repayment of debts prepayment penalty	$ 9,300
Debt term			5 years
Subordinated Convertible Debt | Convertible Subordinated Debt Second Lien Term Loan | Maximum
Debt Instrument [Line Items]
Debt instrument leverage ratio									8
Subordinated Convertible Debt | Convertible Subordinated Debt Second Lien Term Loan | Third Party Other Than The Lender
Debt Instrument [Line Items]
Payment of debt issuance costs							1,000
Term Loan | Minimum | Jp Morgan Chase Bank | Second Amendment To The Secured Credit Agreement
Debt Instrument [Line Items]
Line of credit facility stated rate of interest				3.00%
Term Loan | Maximum | Jp Morgan Chase Bank | Second Amendment To The Secured Credit Agreement
Debt Instrument [Line Items]
Line of credit facility stated rate of interest				4.00%
Term Loan | Convertible Subordinated Debt Second Lien Term Loan
Debt Instrument [Line Items]
Repayments of debt	31,100
Term Loan | Secured Credit Agreement First Lien Loan
Debt Instrument [Line Items]
Unamortized debt discount							200
Debt instrument, third parties fee amount										$ 100
Term Loan | Secured Credit Agreement First Lien Loan | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Term loan facility amount						$ 30,000
Proceeds applied to repay money to common stock holders						30,000
Proceeds from lines of credit						$ 11,900
Term Loan | Secured Credit Agreement First Lien Loan | Jp Morgan Chase Bank | Second Amendment To The Secured Credit Agreement
Debt Instrument [Line Items]
Long-term debt								33,300
Unamortized debt issuance costs							1,000	$ 400
Prospective conversion of revolving credit facility into term loan				$ 8,000
Amount agreed to be repaid under revolving credit facility				$ 5,000
Term Loan | LIBOR | Secured Credit Agreement First Lien Loan | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Spread on variable rate (percent)						1.50%
Term Loan And Revolving Credit Facility | Secured Credit Agreement First Lien Loan | Maximum | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Debt instrument leverage ratio										3
Period to maintain total leverage ratio | qtr										4
IPO | Subordinated Convertible Debt | Convertible Debt Agreement
Debt Instrument [Line Items]
Convertible notes		$ 106,300
Debt conversion, converted instrument, shares issued (in shares) | shares		14,847,066
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares		$ 16
Unamortized debt discount							23,700
Long-term debt							0
Interest rate swap | Term Loan | Secured Credit Agreement First Lien Loan | Minimum | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Derivative swaption interest rate										2.50%
Derivative swaption basis spread on variable rate										1.50%
Interest rate swap | Term Loan | Secured Credit Agreement First Lien Loan | Maximum | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Derivative swaption interest rate										3.50%
Derivative swaption basis spread on variable rate										2.50%
Revolving Credit Facility | Convertible Subordinated Debt Second Lien Term Loan
Debt Instrument [Line Items]
Repayments of debt	$ 7,000
Revolving Credit Facility | Secured Credit Agreement First Lien Loan
Debt Instrument [Line Items]
Line of credit facility, remaining borrowing capacity							88,500
Revolving Credit Facility | Secured Credit Agreement First Lien Loan | Jp Morgan Chase Bank
Debt Instrument [Line Items]
Term loan facility amount						$ 20,000
Long-term debt							$ 0
Long term debt weighted average rate of interest over a period of time								5.15%
Five year Senior Secured Revolving Facility | Term Loan | Secured Credit Agreement First Lien Loan
Debt Instrument [Line Items]
Term loan facility amount										$ 35,000
Outstanding balance										$ 90,000
Debt term										5 years

Debt - Schedule of Contractuall

Debt - Schedule of Contractually Schedule Maturities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Debt Instrument [Line Items]
Debt Discount	$ 28,444
Penalty	13,034
Total	41,478
Subordinated Convertible Debt
Debt Instrument [Line Items]
Debt Discount	23,740
Penalty	0
Total	23,740
Subordinated Second Lien Term Loan
Debt Instrument [Line Items]
Debt Discount	4,463
Penalty	13,034
Total	17,497
First Lien Loan
Debt Instrument [Line Items]
Debt Discount	241
Penalty	0
Total	$ 241

Derivative instruments - Narrat

Derivative instruments - Narrative (Details) - USD ($) $ in Millions	Jul. 21, 2021	Jul. 14, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020	Oct. 30, 2019	Oct. 25, 2019
Derivative [Line Items]
Unrealized loss on derivatives			$ 0.5	$ 0.5
Payments for settlement on termination of embedded derivative liability	$ 0.5
Other comprehensive income loss reclassification to interest expense from interest rate swaps				$ 0.7
Convertible notes
Derivative [Line Items]
Term loan facility amount					$ 100
Term Facility
Derivative [Line Items]
Aggregate notional amount			$ 27.8				$ 30
Fixed rate						1.74%
Term Facility | LIBOR
Derivative [Line Items]
Accrued interest rate							1.50%
Interest rate swap
Derivative [Line Items]
Convertible notes outstanding		$ 106.3
Conversion of convertible notes into common stock upon initial public offering (in shares)		14,847,066

Derivative instruments - Summar

Derivative instruments - Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model (Detail)	Dec. 31, 2020yr
Liquidity event | Volatility
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.374
Liquidity event | Term (years)
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	3
Liquidity event | Dividend yield
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0
Liquidity event | Minimum | Risk-free rate
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.0010
Liquidity event | Maximum | Risk-free rate
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.0034
QPO event | Volatility
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.348
QPO event | Term (years)
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.75
QPO event | Dividend yield
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0
QPO event | Minimum | Risk-free rate
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.0010
QPO event | Maximum | Risk-free rate
Derivative [Line Items]
Inputs used to value the embedded conversion and redemption features derivatives	0.0034

Derivative instruments - Summ_2

Derivative instruments - Summary of Derivative Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (36,640)	$ 0
Initial measurement on October 6, 2020		(27,822)
Change in fair value	(48,603)	(8,818)
Conversion on July 15, 2021 (IPO)	85,243
Ending balance	$ 0	$ (36,640)

Fair value (Details)

Fair value (Details) - Fair Value, Recurring $ in Thousands	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	$ (37,300)
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	(660)
Derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	(36,640)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	0
Level 1 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	0
Level 1 | Derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	(660)
Level 2 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	(660)
Level 2 | Derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	(36,640)
Level 3 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	0
Level 3 | Derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	$ (36,640)

Income taxes - Schedule of Inco

Income taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (208,163)	$ (25,527)
Foreign	18,391	3,300
Loss before income taxes	$ (189,772)	$ (22,227)

Income taxes - Schedule of Comp

Income taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 1,262	$ 241
State	65	(152)
Foreign	7,725	5,746
Total Current	9,052	5,835
Deferred
Federal	(11,139)	745
State	(1,495)	217
Foreign	(3,475)	(3,735)
Total Deferred	(16,109)	(2,773)
Total	$ (7,057)	$ 3,062

Income taxes - Schedule of Effe

Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%	21.00%
State income tax expense, net of federal tax effect	0.50%	2.20%
Permanent differences	(3.40%)	(0.60%)
Foreign rate differential	(0.50%)	3.00%
Convertible note and related expenses	(12.00%)	0.00%
Other adjustments	(3.40%)	(7.90%)
Withholding tax	(1.30%)	(0.90%)
Unrecognized tax benefits	(0.10%)	(0.80%)
Valuation allowance	2.90%	(29.90%)
Total	3.70%	(13.90%)

Income taxes - Schedule of Defe

Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Accrued expenses	$ 16,070	$ 1,812
Deferred revenue	2,361	1,665
Net operating loss & other carryforward	4,917	7,951
Property and equipment	304	(116)
Transaction costs	1,727	2,509
Deferred costs	(2,034)	(1,802)
Change in value of derivative liabilities	0	2,095
Intangibles	(497)	0
Stock-based compensation	2,068	0
Less: Valuation allowance	(2,200)	(7,018)
Total net deferred tax assets	$ 22,716	$ 7,096

Income taxes - Additional Infor

Income taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Gross deferred tax assets	$ 27,400	$ 16,000
Gross deferred tax liabilities	4,700	1,900
Less: Valuation allowance	2,200	7,018
Net increase/(decrease) in the valuation allowance	(4,800)	6,800
Interest and penalties	200	$ 400
Deferred taxes for withholding taxes that would result upon repatriation of undistributed earnings	0
Undistributed earnings of foreign subsidiaries	25,100
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	17,400
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 23,900

Income taxes - Schedule Of Gros

Income taxes - Schedule Of Gross Unrecognized Tax Benefits Table (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 3,699	$ 1,353
Gross increase - Tax positions in prior periods	0	2,346
Gross increase - Tax positions in current period	0	0
Ending balance	$ 3,699	$ 3,699

Related party transactions (Det

Related party transactions (Details)	Jun. 15, 2021USD ($)studio	Jun. 23, 2020USD ($)	Dec. 31, 2021USD ($)studio	Dec. 31, 2020USD ($)studio	Oct. 06, 2020director	Mar. 15, 2019
Related Party Transaction [Line Items]
Number of directors | director					2
Revenue from related parties			$ 6,000,000	$ 0
Equity method investment, ownership percentage						72.50%
Due from related parties			2,442,000	$ 2,406,000
Number of studios held by employee | studio				2
Fees Under Management Service Agreement | Due From Related Parties Current
Related Party Transaction [Line Items]
Due from officers or stockholders, Current			$ 700,000	$ 400,000
Studios Owned By An Entity | Stockholder That Is An Executive Officer And Director
Related Party Transaction [Line Items]
Equity method investment, ownership percentage			10.00%
Employee
Related Party Transaction [Line Items]
Revenue from related parties			$ 200,000	100,000
Employee owned studios | studio			3
Third Party Vendor
Related Party Transaction [Line Items]
Due to related parties			$ 1,300,000	300,000
Third Party Vendor | Shipping and Logistic Services
Related Party Transaction [Line Items]
Incurred expenses from third-party vendor			9,900,000	4,100,000
Employee | Revenue Recognized From Franchise Equipment And Merchandise
Related Party Transaction [Line Items]
Due from related parties			100,000	0
Shareholder
Related Party Transaction [Line Items]
Due from officers or stockholders, Current			100,000	100,000
Liit Llc
Related Party Transaction [Line Items]
Due to related parties		$ 1,000,000
Liit Llc | Asset Transfer And Licensing Agreement
Related Party Transaction [Line Items]
Revenue from related parties			1,000,000	1,500,000
Due from related parties		$ 1,000,000	1,500,000	1,500,000
Related party transaction license period		10 years
Related party transaction rate		6.00%
Related party costs			$ 0	1,200,000
Number of studios to be opened | studio	300
Agreement term	36 months
Initial number of studios | studio	150
Initial term	18 months
Club Franchise Group Llc
Related Party Transaction [Line Items]
Number of studios opened | studio			0
Club Franchise Group Llc | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Related party transaction amounts monthly fixed franchise Fee	$ 2,500
Related party transaction percentage of gross monthly studio revenue	0.07
Proceeds from initial franchise establishment fee	$ 1,875,000
Franchise establishment fee	$ 7,500,000
Number of studios monthly franchise fees | studio	150
Number of months commence	12 months
Due from related parties			$ 0
Unbilled receivables			4,400,000
Club Franchise Group Llc | June 2022 | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Franchise establishment fee	$ 1,875,000
Club Franchise Group Llc | December 2022 | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Franchise establishment fee	1,875,000
Club Franchise Group Llc | December 2023 | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Franchise establishment fee	$ 1,875,000
Franchise
Related Party Transaction [Line Items]
Revenue from related parties			5,221,000	340,000
Franchise | Fees Under Management Service Agreement | Minimum
Related Party Transaction [Line Items]
Revenue from related parties			100,000
Franchise | Studios Owned By Group Training
Related Party Transaction [Line Items]
Revenue from related parties				200,000
Franchise | Studios Owned By An Entity
Related Party Transaction [Line Items]
Revenue from related parties			100,000	0
Franchise | Third Party Vendor
Related Party Transaction [Line Items]
Revenue from related parties			100,000	200,000
Franchise | Club Franchise Group Llc | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Revenue from related parties			4,000,000
Franchise Equipment And Merchandise | Employee
Related Party Transaction [Line Items]
Revenue from related parties			100,000	100,000
Due from related parties			100,000	$ 0
Franchise Equipment And Merchandise | Club Franchise Group Llc | Long Term Multi Unit Studio Agreement
Related Party Transaction [Line Items]
Revenue from related parties			16,200,000
Related parties amount in cost of sales			$ 6,100,000

Commitment and contingencies -

Commitment and contingencies - Narrative (Details)

Dec. 30, 2021USD ($)anniversary

Jul. 15, 2021USD ($)

Jun. 25, 2021USD ($)

Apr. 12, 2021USD ($)

Dec. 31, 2021USD ($)lease

Dec. 31, 2020USD ($)ft²renewal_option

Dec. 31, 2021USD ($)buildinglease

Dec. 31, 2020USD ($)renewal_option

Sep. 24, 2021studio

Nov. 24, 2020USD ($)studio

Oct. 15, 2020

Mar. 15, 2019

Loss Contingencies [Line Items]

Litigation accrual

$ 0.10

$ 4,200,000

$ 4,200,000

Number of office buildings being leased | building

10

Rent expense

$ 2,900,000

$ 800,000

Number of square feet for lease | ft²

44,171

Initial term

8 years

8 years

Number of renewal options | renewal_option

1

1

Term of renewal option

5 years

5 years

Initial term commencement period upon delivery of space

180 days

Personal guarantee

$ 13,900,000

$ 13,900,000

Operating lease

2,515,000

1,600,000

2,515,000

1,600,000

Tenant improvement allowance

3,800,000

3,800,000

Tenant improvements

$ 3,800,000

3,800,000

Reductions to rent expense

$ 300,000

Number of year lease term

9 years 4 months 24 days

Franchisee studios | lease

4

4

Ownership percentage

72.50%

Prepaid expenses

$ 12,706,000

2,891,000

$ 12,706,000

2,891,000

Accrued payroll and benefits

1,677,000

$ 1,399,000

1,677,000

$ 1,399,000

Accounts Payable and Accrued Liabilities

Loss Contingencies [Line Items]

Accrued payroll and benefits

4,200,000

4,200,000

Other Noncurrent Liabilities

Loss Contingencies [Line Items]

Accrued payroll and benefits

$ 300,000

$ 300,000

Db Ventures

Loss Contingencies [Line Items]

Ownership percentage

75.00%

75.00%

Other commitment

$ 500,000

Restricted stock units

Loss Contingencies [Line Items]

Company’s restricted stock awards

$ 100,000

Period of service

12 months

Number of anniversaries | anniversary

4

Vesting period

1 year

Percentage of vesting of award under share-based payment arrangement

100.00%

2020 Promotional Agreements | Gregnorman

Loss Contingencies [Line Items]

Commitment fee percentage

15.00%

2020 Promotional Agreements | Db Ventures | Company Determined As Publicly Traded

Loss Contingencies [Line Items]

Percentage of issued and outstanding common stock payable

1.00%

Contractual Obligation

$ 5,000,000

Contractual Term

5 years

Number of studios | studio

2

2020 Promotional Agreements | Magic Johnson Entertainment | Company Determined As Publicly Traded

Loss Contingencies [Line Items]

Contractual Obligation

$ 5,000,000

Cash paid to settle liability for award under share-based payment arrangement

$ 4,000,000

Prepaid expenses

4,000,000

$ 4,000,000

Agreement termination amount

$ 5,000,000

2020 Promotional Agreements | Big Sky Inc | Malibu Crew

Loss Contingencies [Line Items]

Commitment fee percentage

1.00%

Studios covered | studio

5

2020 Promotional Agreements | Liability Classified Awards

Loss Contingencies [Line Items]

Stock-based compensation expense

$ 4,500,000

Property Lease Guarantee

Loss Contingencies [Line Items]

Guarantee lease payments

$ 2,600,000

$ 2,600,000

Property Lease Guarantee | Minimum

Loss Contingencies [Line Items]

Lease payment term

4 years

4 years

Property Lease Guarantee | Maximum

Loss Contingencies [Line Items]

Lease payment term

10 years

10 years

Commitment and contingencies _2

Commitment and contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2022	$ 2,515	$ 1,600
2023	3,408
2024	2,702
2025	2,601
2026	2,377
Thereafter	10,109
Total minimum lease payments	$ 23,712
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts payable and accrued expenses
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent

Commitment and contingencies _3

Commitment and contingencies - Summary of Share Based Payment Award Liability Classified tock Options Valuation Assumptions (Details) - Liability Classified Awards - Two Thousand And Twenty One Promotional Agreements	12 Months Ended
	Dec. 31, 2021
Loss Contingencies [Line Items]
Expected dividend yield	0.00%
Minimum
Loss Contingencies [Line Items]
Risk-free interest rate	0.21%
Expected term in years	14 days
Expected volatility	20.30%
Maximum
Loss Contingencies [Line Items]
Risk-free interest rate	1.18%
Expected term in years	4 years 6 months
Expected volatility	29.20%

Convertible preferred stock a_2

Convertible preferred stock and stockholders’ equity (deficit) (Details) - USD ($)	Jul. 14, 2021	Dec. 30, 2020	Jul. 31, 2021	Dec. 31, 2021	Aug. 13, 2021	Jul. 15, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Common stock, authorized (in shares)	108,000,000
Common stock, par value (in dollars per share)	$ 0.00005			$ 0.00005		$ 0.00005	$ 0.00005
Preferred stock, shares authorized (in shares)	11,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001			$ 0.0001			$ 0.0001
Common stock, shares issued (in shares)				95,806,063			29,281,514
Common stock, shares outstanding (in shares)		3,181,514		95,806,063			29,281,514
Preferred stock, shares issued (in shares)				0			9,854,432
Preferred stock, shares outstanding (in shares)				0			9,854,432
Issuance of common stock				$ 277,755,000
Share price (in dollars per share)	$ 10			$ 10.89	$ 16
Issuance of convertible preferred stock (in shares)	10,000,000
Additional shares authorized (in shares)	$ 1,000,000
Temporary equity, stock issued during period, value, new issues	$ 10,000,000
Maximum number of shares available (in shares)				5,000,000
Convertible Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares outstanding (in shares)				0
Conversion of stock, Shares converted (in shares)		1,145,568
Maximum
Temporary Equity [Line Items]
Preferred stock conversion price (in dollars per share)				$ 10
Minimum
Temporary Equity [Line Items]
Preferred stock conversion price (in dollars per share)				$ 7.2014
Common Stock
Temporary Equity [Line Items]
Restricted stock units vested but not yet issued (in shares)				5,251,492
Stock issued during period, shares, new issues (in shares)				19,057,889
Issuance of common stock				$ 1,000
Conversion of convertible notes into common stock upon initial public offering (in shares)		3,181,514		14,847,066
Conversion Of Redeemable Convertible Preferred Stock To Common Stock | Convertible Preferred Stock
Temporary Equity [Line Items]
Conversion of stock shares issued (in shares)			27,368,102
Common stock conversion price (in dollars per share)			$ 16
F45 Aus Hold Co | Common Stock | Series of Individually Immaterial Business Acquisitions
Temporary Equity [Line Items]
Percentage of voting interests	100.00%
Flyhalf Acquisition Company Pty Ltd | Secured notes | Promissory Notes
Temporary Equity [Line Items]
Term loan facility amount	$ 50,000,000
Flyhalf Acquisition Company Pty Ltd | F45 Aus Hold Co
Temporary Equity [Line Items]
Stock issued during period, shares, new issues (in shares)	58,000,000
MWIG LLC
Temporary Equity [Line Items]
Share price (in dollars per share)	$ 10
MWIG LLC | Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance of common stock	$ 100,000,000
Issuance of convertible preferred stock (in shares)	10,000,000
MWIG LLC | F45 Aus Hold Co
Temporary Equity [Line Items]
Issuance of common stock	$ 100,000,000

Stock-based compensation - Narr

Stock-based compensation - Narrative (Details) $ / shares in Units, $ in Thousands	Dec. 30, 2021	Jul. 15, 2021shares	Jul. 05, 2021$ / shares	Mar. 15, 2019shares	Dec. 31, 2021USD ($)plan$ / sharesshares	Jan. 01, 2022	Aug. 13, 2021$ / shares	Jul. 14, 2021$ / shares	Dec. 31, 2020USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of plans | plan					3
Maximum number of shares available (in shares) | shares					5,000,000
Share price (in dollars per share) | $ / shares					$ 10.89		$ 16	$ 10
2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average vesting period term					1 year 6 months 18 days
2021 Incentive Plan | Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock outstanding percentage (in percent)						5.00%
IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock (in dollars per share) | $ / shares			$ 16
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of vesting of award under share-based payment arrangement	100.00%
Weighted-average vesting period term	1 year
Restricted stock units | 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available (in shares) | shares					3,509,423
Contractual term					3 years
Share based compensation arrangement by Share based payment award equity instruments other than options vested in period, fair value					$ 38,800
Share-based payment arrangement nonvested award excluding option cost not yet recognized amount					$ 15,500
Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average vesting period term					1 year
Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average vesting period term					3 years
Incentive Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of vested and unvested option					$ 0				$ 0
Incentive Stock Options | 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available (in shares) | shares					252,737
Aggregate intrinsic value of vested and unvested option					$ 0
Stock option exercise price per share | $ / shares					$ 16
Options vested in period fair value					$ 300
Share-based payment arrangement nonvested award option cost not yet recognized amount					$ 900
Contractual term					3 years
Share-based payment arrangement nonvested award option cost not yet recognized period for recognition					1 year 5 months 19 days
Unvested restricted stock awards | 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available (in shares) | shares					116,949
Options vested in period fair value					$ 800
Contractual term					1 year
Share based compensation arrangement by Share based payment award equity instruments other than options vested in period, fair value					$ 0
Share-based payment arrangement nonvested award excluding option cost not yet recognized amount					$ 900
Share-based payment arrangement nonvested award option cost not yet recognized period for recognition					5 months 1 day
Mr Wahlberg | Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares) | shares				2,738,648
Percentage of vesting of award under share-based payment arrangement			100.00%
Stock issued during period shares restricted stock award gross (in shares) | shares		2,738,648
Stock-based compensation expense					$ 43,800

Stock-based compensation - Comp

Stock-based compensation - Company Equity Valuation Thresholds (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
First Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company Equity Value Threshold | $	$ 1,000,000,000
Second Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company Equity Value Threshold | $	1,500,000,000
Third Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company Equity Value Threshold | $	$ 2,000,000,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Vested (in shares)	2,513,000
Restricted stock units | First Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Vested (in shares)	912,882
Restricted stock units | Second Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Vested (in shares)	912,882
Restricted stock units | Third Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Vested (in shares)	912,884

Stock-based compensation - Sche

Stock-based compensation - Schedule of Stock Option Grants Valuation Assumptions (Details) - Incentive Stock Options	12 Months Ended
	Dec. 31, 2021$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value (in dollars per share)	$ 4.67
Expected dividend yield	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.92%
Expected volatility	26.30%
Expected term in years	5 years 5 months 15 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.33%
Expected volatility	29.20%
Expected term in years	5 years 9 months 3 days

Stock-based compensation - Summ

Stock-based compensation - Summary Of Stock Option Activity (Details) - Incentive Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based compensation
Shares, Beginning (in shares)	0
Granted (in shares)	267
Exercised (in shares)	0
Forfeited or expired (in shares)	(15)
Shares, Ending (in shares)	252	0
Vested and Exercisable (in shares)	63
Expected to Vest (in shares)	189
Weighted - Average Exercise Price
Weighted average exercise price, Beginning (in dollar per share)	$ 0
Weighted average exercise price, Granted (in dollar per share)	15.93
Weighted average exercise price, Exercised (in dollar per share)	0
Weighted average exercise price, Forfeited or expired (in dollar per share)	16
Weighted average exercise price, End (in dollar per share)	15.92	$ 0
Weighted average exercise price, Vested and exercisable (in dollar per share)	15.92
Weighted average exercise price, Expected to vest (in dollar per share)	$ 15.92
Weighted - Average Remaining Contractual Term
Weighted average remaining contractual term, Expected to vest	1 year 6 months 18 days
Aggregate Intrinsic Value
Aggregate intrinsic value, Ending	$ 0	$ 0
Aggregate intrinsic value, Vested and exercisable	0
Aggregate intrinsic value, Expected to vest	$ 0

Stock-based compensation - Su_2

Stock-based compensation - Summary of RSU Activity (Details) - Restricted stock units shares in Thousands	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Share-based Compensation
Shares, Beginning (in shares) | shares	0
Shares, Granted (in shares) | shares	3,676
Shares, Vested (in shares) | shares	(2,513)
Shares, Forfeited (in shares) | shares	(166)
Shares, Ending (in shares) | shares	997
Weighted - Average Grant Date Fair Value Per Share
Weighted average grant date fair value per share, Beginning (in dollars per share) | $ / shares	$ 0
Weighted average grant date fair value per share, Granted (in dollars per share) | $ / shares	15.48
Weighted average grant date fair value per share, Vested (in dollars per share) | $ / shares	15.34
Weighted average grant date fair value per share, Forfeited (in dollars per share) | $ / shares	16
Weighted average grant date fair value per share, Ending (in dollars per share) | $ / shares	$ 15.74

Stock-based compensation - Su_3

Stock-based compensation - Summary of RSAs Activity (Details) - Unvested restricted stock awards shares in Thousands	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Share-based Compensation
Shares, Beginning (in shares) | shares	0
Shares, Granted (in shares) | shares	117
Shares, Vested (in shares) | shares	0
Shares, Forfeited (in shares) | shares	0
Shares, Ending (in shares) | shares	117
Weighted - Average Grant Date Fair Value Per Share
Weighted average grant date fair value per share, Beginning (in dollars per share) | $ / shares	$ 0
Weighted average grant date fair value per share, Granted (in dollars per share) | $ / shares	14.60
Weighted average grant date fair value per share, Vested (in dollars per share) | $ / shares	0
Weighted average grant date fair value per share, Forfeited (in dollars per share) | $ / shares	0
Weighted average grant date fair value per share, Ending (in dollars per share) | $ / shares	$ 14.60

Basic and diluted net loss pe_3

Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (182,715)	$ (25,289)
Net loss allocated to participating preferred shares	0	0
Net loss attributable to common stockholders - basic	(182,715)	(25,289)
Net loss attributable to common stockholders - diluted	$ (182,715)	$ (25,289)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	60,195,201	50,434,598
Weighted average common shares outstanding - Diluted (in shares)	60,195,201	50,434,598
Net loss per common share:
Net loss per common share - Basic (in dollars per share)	$ (3.04)	$ (0.50)
Net loss per common share - Diluted (in dollars per share)	$ (3.04)	$ (0.50)
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	3,204,705	18,449,382
Unvested restricted stock units
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,835,019	0
Unvested restricted stock awards
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	116,949	0
Stock options to purchase common stock
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	252,737	0
Convertible preferred stock
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	9,854,432
Restricted stock units
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	2,738,648
Convertible notes
Anti-dilutive securities excluded from diluted loss per common share:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	5,856,302

Segment and geographical area_2

Segment and geographical area information - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)officersegment	Dec. 31, 2020USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
Number of executive officers | officer	2
Revenue	$ 134,022	$ 82,313
Construction in progress
Segment Reporting Information [Line Items]
CIP additions	2,200
Revenue | Customer Concentration Risk | Customer one
Segment Reporting Information [Line Items]
Revenue	$ 20,200
Revenue concentration by customer (percent)	15.00%

Segment and geographic area i_2

Segment and geographic area information - Segments by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenue	$ 134,022	$ 82,313
Cost of revenue	33,893	29,650
Gross profit	100,129	52,663
Franchise
Segment Reporting Information [Line Items]
Revenue	73,707	52,555
Cost of revenue	5,435	7,937
Gross profit	68,272	44,618
Equipment and merchandise
Segment Reporting Information [Line Items]
Revenue	60,315	29,758
Cost of revenue	28,458	21,713
Gross profit	31,857	8,045
United States Segment
Segment Reporting Information [Line Items]
Revenue	88,166	45,048
Cost of revenue	22,105	17,049
Gross profit	66,061	27,999
United States Segment | Franchise
Segment Reporting Information [Line Items]
Revenue	44,627	30,962
Cost of revenue	4,416	6,996
Gross profit	40,211	23,966
United States Segment | Equipment and merchandise
Segment Reporting Information [Line Items]
Revenue	43,539	14,086
Cost of revenue	17,689	10,053
Gross profit	25,850	4,033
Australia Segment
Segment Reporting Information [Line Items]
Revenue	19,556	16,884
Cost of revenue	5,377	6,918
Gross profit	14,179	9,966
Australia Segment | Franchise
Segment Reporting Information [Line Items]
Revenue	12,878	10,577
Cost of revenue	552	760
Gross profit	12,326	9,817
Australia Segment | Equipment and merchandise
Segment Reporting Information [Line Items]
Revenue	6,678	6,307
Cost of revenue	4,825	6,158
Gross profit	1,853	149
Rest of World Segment
Segment Reporting Information [Line Items]
Revenue	26,300	20,381
Cost of revenue	6,411	5,683
Gross profit	19,889	14,698
Rest of World Segment | Franchise
Segment Reporting Information [Line Items]
Revenue	16,202	11,016
Cost of revenue	467	181
Gross profit	15,735	10,835
Rest of World Segment | Equipment and merchandise
Segment Reporting Information [Line Items]
Revenue	10,098	9,365
Cost of revenue	5,944	5,502
Gross profit	$ 4,154	$ 3,863

Segment and geographic area i_3

Segment and geographic area information - Reconciliation between Segment Gross Profit to Condensed Consolidated Net Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Segment gross profit	$ 100,129	$ 52,663
Selling, general, and administrative expenses	182,667	57,827
Loss on derivative liabilities	48,603	8,818
Interest expense, net	59,353	9,399
Other income, net	(722)	(1,154)
(Benefit) provision for income taxes	(7,057)	3,062
Net loss	$ (182,715)	$ (25,289)