Inspirato (ISPO) S-1 29 Apr 22 IPO registration Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2021
Document and Entity Information [Abstract]
Document Type	S-1
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001820566
Amendment Flag	false

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Prepaid expenses	$ 158,852	$ 509,248
Total current assets	271,733	1,751,474
Total assets	176,264,114	177,701,799
Current liabilities
Accounts payable	2,971,179	296,718
Accrued liabilities	1,129,500	70,000
Total current Liabilities	4,278,982	450,554
Total liabilities	26,662,982	23,222,304
Commitments and contingencies (Note 9)
Temporary equity
Temporary equity value	175,950,000	175,950,000
Members' deficit
Series C; 491,467 authorized, issued, and outstanding
Accumulated deficit	(26,349,299)	(21,470,936)
Total members' deficit	(26,348,868)	(21,470,505)
Total liabilities, temporary equity, and members' deficit	176,264,114	177,701,799
Inspirato LLC
Current Assets
Cash and cash equivalents	80,233,000	62,772,000
Restricted cash	2,720,000	4,229,000
Accounts receivable, net	2,389,000	2,978,000
Accounts receivable, net - related parties	386,000	504,000
Prepaid subscriber travel	17,183,000	11,804,000
Prepaid expenses	11,101,000	6,111,000
Other current assets	762,000	908,000
Total current assets	114,774,000	89,306,000
Property & equipment, net	8,695,000	8,954,000
Goodwill	21,233,000	21,233,000
Other long term assets	1,068,000	1,113,000
Total assets	145,770,000	120,606,000
Current liabilities
Accounts payable	33,140,000	16,055,000
Accrued liabilities	6,035,000	3,078,000
Deferred revenue	176,813,000	126,029,000
Debt	13,267,000	14,000,000
Deferred rent	457,000	1,423,000
Total current Liabilities	229,712,000	160,585,000
Deferred revenue	14,450,000	22,933,000
Debt		9,550,000
Deferred rent	7,468,000	6,872,000
Warrants	547,000	91,000
Total liabilities	252,177,000	200,031,000
Commitments and contingencies (Note 9)
Temporary equity
Temporary equity value	83,284,000	83,780,000
Members' deficit
Common units 4,470,000 authorized; 1,166,154 and 1,148,836 issued and outstanding, respectively
Accumulated deficit	(211,168,000)	(184,682,000)
Total members' deficit	(189,691,000)	(163,205,000)
Total liabilities, temporary equity, and members' deficit	145,770,000	120,606,000
Series A-1 | Inspirato LLC
Temporary equity
Temporary equity value	12,809,000	13,108,000
Series A-2 | Inspirato LLC
Temporary equity
Temporary equity value	5,489,000	5,489,000
Series B | Inspirato LLC
Temporary equity
Temporary equity value	19,860,000	19,860,000
Series B-1 | Inspirato LLC
Temporary equity
Temporary equity value	15,282,000	15,282,000
Series D | Inspirato LLC
Temporary equity
Temporary equity value	20,125,000	20,125,000
Series E | Inspirato LLC
Temporary equity
Temporary equity value	9,719,000	9,916,000
Series C | Inspirato LLC
Members' deficit
Series C; 491,467 authorized, issued, and outstanding	$ 21,477,000	$ 21,477,000

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parenthetical) - shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Inspirato LLC
Common stock shares authorized	4,470,000	4,470,000
Common stock shares issued	1,148,836	1,166,154
Common stock shares outstanding	1,148,836	1,166,154
Series A-1 | Inspirato LLC
Temporary equity shares authorized	222,239	222,239
Temporary equity shares issued	217,204	222,239
Temporary equity shares outstanding	217,204	222,239
Series A-2 | Inspirato LLC
Temporary equity shares authorized	130,262	130,262
Temporary equity shares issued	130,262	130,262
Temporary equity shares outstanding	130,262	130,262
Series B | Inspirato LLC
Temporary equity shares authorized	193,094	193,094
Temporary equity shares issued	193,094	193,094
Temporary equity shares outstanding	193,094	193,094
Series B-1 | Inspirato LLC
Temporary equity shares authorized	127,609	127,609
Temporary equity shares issued	123,621	123,621
Temporary equity shares outstanding	123,621	123,621
Series D | Inspirato LLC
Temporary equity shares authorized	157,849	157,849
Temporary equity shares issued	157,849	157,849
Temporary equity shares outstanding	157,849	157,849
Series E | Inspirato LLC
Temporary equity shares authorized	132,317	132,317
Temporary equity shares issued	96,127	97,667
Temporary equity shares outstanding	96,127	97,667
Series C | Inspirato LLC
Preferred stock shares authorized	491,467	491,467
Preferred stock shares issued	491,467	491,467
Preferred stock shares outstanding	491,467	491,467

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
General and administrative (including equity-based compensation of $1,434, $2,790 and $3,258 in 2019, 2020 and 2021 respectively)	$ 5,155,793
Inspirato LLC
Revenue	234,747,000	$ 165,590,000	$ 217,079,000
Cost of revenue (including depreciation of $1,637, $1,734 and $1,656 in 2019, 2020 and 2021 respectively)	152,747,000	100,599,000	138,768,000
Gross margin	82,000,000	64,991,000	78,311,000
General and administrative (including equity-based compensation of $1,434, $2,790 and $3,258 in 2019, 2020 and 2021 respectively)	50,477,000	25,940,000	27,522,000
Sales and marketing	27,821,000	14,764,000	25,527,000
Operations	26,814,000	18,814,000	24,396,000
Technology and development	4,914,000	2,787,000	2,579,000
Depreciation and amortization	2,619,000	2,898,000	3,471,000
Interest, net	635,000	542,000	999,000
Warrant fair value (gains) losses	456,000	(214,000)	66,000
Gain on forgiveness of debt	(9,518,000)
Comprehensive loss	$ (22,218,000)	$ (540,000)	$ (6,249,000)
Basic weighted average common units outstanding	1,166,063	1,166,154	1,166,154
Diluted weighted average common units outstanding	1,166,063	1,166,154	1,166,154
Basic loss per common unit (in dollars per unit)	$ (19.05)	$ (0.46)	$ (5.36)
Diluted loss per common unit (in dollars per unit)	$ (19.05)	$ (0.46)	$ (5.36)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - Inspirato LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cost of revenue, depreciation	$ 1,656	$ 1,734	$ 1,637
General and administrative, equity-based compensation	$ 3,258	$ 2,790	$ 1,434

CONSOLIDATED STATEMENTS OF MEMB

CONSOLIDATED STATEMENTS OF MEMBERS DEFICIT - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Increase (decrease) in members equity
Consolidated net loss	$ (2,958,534)	$ (2,958,534)	$ (4,878,363)
Accumulated Deficit
Increase (decrease) in members equity
Consolidated net loss	(2,958,534)		(4,878,363)
Inspirato LLC
Increase (decrease) in members equity
Balance - beginning of year			(163,205,000)	$ (165,455,000)	$ (165,287,000)
Consolidated net loss			(22,218,000)	(540,000)	(6,249,000)
Redeemed units			(7,258,000)
Equity based compensation			3,258,000	2,790,000	1,434,000
Issuance of common units upon exercise of unit option awards, net of shares withheld for income taxes			(148,000)
Distributions			(120,000)
Balance - End of year	$ (163,205,000)	$ (163,205,000)	$ (189,691,000)	$ (163,205,000)	$ (165,455,000)
Inspirato LLC | Common Units
Increase (decrease) in members equity
Redeemed units (in shares)			(18,046)
Inspirato LLC | Member Units | Common Units
Increase (decrease) in members equity
Balance - beginning of year (in shares)			1,166,154	1,166,154	1,166,154
Redeemed units (in shares)			(18,046)
Issuance of common units upon exercise of unit option awards, net of shares withheld for income taxes (in shares)			728
Balance - End of year (in shares)	1,166,154	1,166,154	1,148,836	1,166,154	1,166,154
Inspirato LLC | Member Units | Series C Preferred Units
Increase (decrease) in members equity
Balance - beginning of year			$ 21,477,000	$ 21,477,000	$ 21,477,000
Balance - beginning of year (in shares)			491,467	491,467	491,467
Balance - End of year	$ 21,477,000	$ 21,477,000	$ 21,477,000	$ 21,477,000	$ 21,477,000
Balance - End of year (in shares)	491,467	491,467	491,467	491,467	491,467
Inspirato LLC | Accumulated Deficit
Increase (decrease) in members equity
Balance - beginning of year			$ (184,682,000)	$ (186,932,000)	$ (186,764,000)
Consolidated net loss			(22,218,000)	(540,000)	(6,249,000)
Redeemed units			(7,258,000)
Equity based compensation			3,258,000	2,790,000	1,434,000
Issuance of common units upon exercise of unit option awards, net of shares withheld for income taxes			(148,000)
Distributions			(120,000)
Balance - End of year	$ (184,682,000)	$ (184,682,000)	$ (211,168,000)	$ (184,682,000)	(186,932,000)
ASU 2014-09 | Inspirato LLC | Adjustment
Increase (decrease) in members equity
Balance - beginning of year					4,647,000
ASU 2014-09 | Inspirato LLC | Adjustment | Accumulated Deficit
Increase (decrease) in members equity
Balance - beginning of year					$ 4,647,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Consolidated net loss	$ (2,958,534)	$ (4,878,363)
Changes in current assets and liabilities:
Prepaid expenses	(509,248)
Accounts payable	61,811	2,674,461
Accrued liabilities		1,059,500
Net cash provided by operating activities	(537,611)	(1,129,345)
Cash flows from investing activities:
Net cash used in investing activities	(175,950,000)
Cash flows from financing activities:
Net cash provided by (used in) financing activities	177,729,837
Net increase in cash, cash equivalents, and restricted cash	1,242,226	(1,129,345)
Cash, cash equivalents, and restricted cash-beginning of year		1,242,226
Cash, cash equivalents, and restricted cash-end of year	1,242,226	112,881	$ 1,242,226
Inspirato LLC
Cash flows from operating activities:
Consolidated net loss		(22,218,000)	(540,000)	$ (6,249,000)
Adjustments to reconcile consolidated net loss to net cash
Depreciation and amortization		4,275,000	4,632,000	5,108,000
Warrant fair value (gains) losses		456,000	(214,000)	66,000
Equity-based compensation		3,258,000	2,790,000	1,434,000
Gain on forgiveness of debt		(9,518,000)
Changes in current assets and liabilities:
Accounts receivable		589,000	7,782,000	6,233,000
Accounts receivable - related parties		118,000	216,000	(31,000)
Prepaid subscriber travel		(5,379,000)	2,355,000	(3,522,000)
Prepaid expenses		(4,990,000)	348,000	(797,000)
Other assets		191,000	7,000	(16,000)
Accounts payable		17,085,000	(5,907,000)	(62,000)
Accrued liabilities		2,957,000	(963,000)	(10,000)
Deferred revenue		42,301,000	765,000	527,000
Deferred rent		(370,000)	308,000	1,267,000
Net cash provided by operating activities		28,755,000	11,579,000	3,948,000
Cash flows from investing activities:
Development of internal-use software		(1,052,000)	(2,274,000)	(1,125,000)
Purchase of property and equipment		(2,964,000)	(1,618,000)	(3,300,000)
Net cash used in investing activities		(4,016,000)	(3,892,000)	(4,425,000)
Cash flows from financing activities:
Repayments of debt		(765,000)	(21,000,000)	(924,000)
Proceeds from debt			37,550,000	7,000,000
Common unit redemptions		(7,258,000)
Preferred unit redemptions		(496,000)
Employee tax withholding for unit option exercises		(148,000)
Distributions		(120,000)
Net cash provided by (used in) financing activities		(8,787,000)	16,550,000	6,076,000
Net increase in cash, cash equivalents, and restricted cash		15,952,000	24,237,000	5,599,000
Cash, cash equivalents, and restricted cash-beginning of year		67,001,000	42,764,000	37,165,000
Cash, cash equivalents, and restricted cash-end of year	$ 67,001,000	82,953,000	67,001,000	42,764,000
Supplemental cash flow information-cash paid for interest		609,000	$ 584,000	1,160,000
Significant noncash transaction:
Modified retrospective adjustment for accounting principle adoption				$ 4,647,000
Gain on forgiveness of debt		$ 9,518,000

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Nature of Business	(1) Nature of Business Inspirato LLC was organized on May 12, 2010 as a Delaware limited liability company. Inspirato LLC and its subsidiaries (collectively referred to as the “Company”) is a subscription-based luxury travel company that provides unique solutions for (i) affluent travelers seeking superior service and certainty across a wide variety of accommodations and experiences and (ii) hospitality suppliers who want to solve pain points that include monetizing excess inventory and efficiently outsourcing the hassle involved in managing rental properties. As of December 31, 2021, the Company had 38 subsidiaries and one branch, of which 29 are wholly owned domestic limited liability companies. The remaining 9 and the branch are as follows: (i) a wholly owned Mexican S.R.L; (ii) a wholly owned Turks and Caicos limited company; through direct domestic subsidiaries, (iii) a wholly owned Cayman exempted company; (iv) a wholly owned Costa Rican limited liability company; (v) a wholly owned Italian S.R.L.; (vi) a wholly owned Canadian unlimited liability company; (vii) a wholly owned Dominican Republic branch of a wholly owned domestic liability company; (viii) a wholly owned U.S. Virgin Islands’ limited liability company; (ix) a wholly owned Puerto Rican limited liability company; and (x) a wholly owned Grenadian limited liability company. These entities typically lease local properties. On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus to be a pandemic. First identified in late 2019 and now known as COVID-19, the outbreak impacted thousands of individuals worldwide. In response, many countries, states, and localities implemented measures to combat the outbreak that impacted global business operations. The COVID-19 pandemic had a materially adverse impact on Inspirato’s results of operations and financial condition for the year ended and as of December 31, 2020. Revenues declined as a result of reduced travel and management undertook cost reduction methods in response. No impairments were recorded during the periods presented. In 2021 as restrictions were lifted across travel destinations, revenues recovered to pre-pandemic levels. However, due to the significant uncertainty surrounding the pandemic, including the potential adverse impact of the spread of COVID-19 variants, management’s judgment regarding this could change in the future. Management cannot estimate the length or impacts of the COVID-19 outbreak on the Company’s future operations, financial position and cash flows, particularly if there are significant impacts that continue in the future. On February 11, 2022 Inspirato consummated a definitive business combination agreement with Thayer Ventures Acquisition Corporation (“Thayer”) and the Company became a subsidiary of Thayer and Thayer changed its name to Inspirato Incorporated.

Significant Accounting Policies

Significant Accounting Policies	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred. The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Deferred Underwriting Commissions The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million and $40,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to potential income tax examinations by major taxing authorities. Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Inspirato LLC
Significant Accounting Policies		(2) Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Inspirato LLC and its subsidiaries and have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. (c) 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 revenue and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. The consolidated financial statements include amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation and estimated economic lives of capitalized software and long-lived assets, contingencies, allowance accounts, expected length of certain subscription types, and the fair value of warrants and options. (d) Cash and Cash Equivalents Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution and the Company has not experienced any losses as a result of this concentration. Amounts in transit from credit card processors are also considered cash equivalents because they are both short term and highly liquid in nature and are typically converted to cash within three days of the sales transaction. (e) Restricted Cash The Company classifies deposits as required to be maintained by its credit card and ACH processors as restricted cash. (f) Accounts Receivable Accounts receivables from customers are recorded at the original invoiced amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on historical experience, aging of receivables, economic trends and other factors that may affect the Company’s ability to collect from customers, and was not significant at December 31, 2020 and 2021. (g) Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives ranging from three The carrying amounts of our long-lived assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than we had originally estimated. The recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the remaining carrying value is amortized over the new shorter useful life. There was no impairment of any long-lived assets in the three years ended December 31, 2021. (h) Equity-Based Compensation The Company accounts for equity-based compensation in accordance with GAAP for all transactions in which an entity exchanges its equity instruments for goods or services, which generally require the Company to measure the cost of employee services received in exchange for an award of equity instruments in earnings based on the fair value and vesting provisions of the award on the date of grant. Historical data by participant groupings is used to estimate option forfeitures and record unit-based compensation expense only for those awards that are expected to vest. Compensation cost is recognized on a straight-line basis over the requisite service period. (i) Goodwill Goodwill arose from the acquisition of certain assets of Portico Club, LLC (“Portico”) on December 16, 2013. Goodwill was recorded based on management’s best estimates of the fair values of assets acquired and liabilities assumed at the date of acquisition. Goodwill is not amortized, but rather is assessed annually for impairment in the fourth quarter and when events and circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The Company has determined that the Company has one reporting unit. The test for impairment requires that the Company first perform 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 it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. The Company performs our annual impairment review of goodwill at December 1 and when a triggering event occurs between annual impairment tests. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value. The Company determined based on the qualitative assessments that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, therefore no quantitative impairment tests were performed at December 31, 2021 and 2020 and no goodwill impairment charges were recognized in the years ended December 31, 2021, 2020 and 2019. (j) Revenue Effective January 1, 2019, the Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers accumulated The Company’s revenue is reported net of discounts and incentives as a reduction of the transaction price. Some of the Company’s contracts with customers contain multiple performance obligations. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers. Subscription Revenue The Company’s contracts with customers grants access to book the Company’s residences and other privileges that vary based on the type of subscription. The Company offers Inspirato Club and Inspirato Pass subscriptions. Inspirato Club subscriptions grant access to its portfolio. In addition to Inspirato Club subscription benefits, Inspirato Pass subscriptions include the ability to book certain stays without paying additional nightly rates, taxes or fees. Subscriptions generally include an enrollment fee and monthly or annual fees, for which customers can prepay up to several years at once. The Company has an unconditional right to these fees in its contracts with customers for a subscription as the Company provides the right to book to its customers. Thus, the Company recognizes revenue from monthly or annual fees over their related time period. Certain legacy Inspirato Club subscriptions included substantive upfront enrollment fees. These enrollment fees may have entitled the subscriber to reduced dues, travel or other perks. The value of those services, estimated based on their stand-alone selling price, were deferred and recognized when those services are provided. The remaining revenue is recognized on a straight-line basis over the expected average life of these subscription types. The average estimated life of these subscriptions is estimated to be five years. The option to renew is considered a material right of the customer and is treated herein as an additional performance obligation. The calculation of the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees is a critical estimate in the recognition of revenue associated with enrollment fees. The calculation includes certain management judgments and projections regarding the estimated period that customers are expected to remain subscribers and continue to benefit from these subscriptions along with annual renewal rates for these subscriptions. Management relies on multiple metrics to determine the average customer life. These include historical average renewal and attrition rates, expected future renewal rates, and other qualitative measures obtained through market research. The Company reviews its estimates and assumptions with regard to the average customer life based on the Company’s projections and historical experience on an annual basis. For the years ended December 31, 2019, 2020 and 2021, the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees was five years. ​ Contracts are cancellable at the end of the monthly or annual contract term. The Company has determined that enrollment fees for subscriptions do not provide a material right to a customer and thus, these enrollment fees are recognized upon receipt. ​ In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from our customers. Any potential financing fees are considered insignificant in the context of our contracts. Travel Revenue Travel related fees for trips are recognized when performance obligations are met over the period of the stay. The Company offers certain discounts for paying in advance or as promotions. These promotions are recognized when performance obligations are met or upon their expiration. Deferred Revenue The Company records any unrecognized portion of enrollment fees and travel to be delivered as deferred revenue until applicable performance obligations are met. (k) Operating Leases The Company accounts for operating leases under ASC 840, Leases Recently Issued Accounting Pronouncements ​ (l) Advertising Costs The Company incurs advertising expense including television and radio advertising and online advertising expense to promote our brand. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. Advertising expenses are included within sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss and totaled $2.6 million, $2.1 million, and $8.5 million for the years ended December 31, 2019, 2020, and 2021, respectively. (m) Earnings (Loss) Per Common Unit Basic earnings (loss) per common unit (“EPS”) is computed by dividing net earnings or loss attributable to common unitholders, as applicable, by the weighted average number of common units outstanding during the period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested units, if dilutive, is computed using the treasury stock method. (n) Segment Information The Company provides hospitality services in the U.S. and in foreign countries with customers in North America and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location. Information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis, and strategic and financial decisions are determined centrally. Management has concluded that the Company operates as single segment. (o) Fair Value Measures ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., impairments of long-lived assets). The fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. The carrying values on the consolidated balance sheet of the Company’s cash and cash equivalents, restricted cash, accounts receivable, prepaids, other current assets, accounts payable, accrued liabilities, deferred rent, deferred revenue, other liabilities, and debt approximate fair values due to their short- term maturities. The Company uses certain fair valuation techniques in performing its annual goodwill impairment test described below and in determining the value of warrants. These techniques generally use Level 3 inputs. ​ (p) Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’ which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases. The new lease standard will have a significant effect on the Company’s consolidated financial statements and disclosures as a result of the Company’s operating leases, as disclosed in Note 9, that will be reported on the consolidated balance sheet at adoption. Upon adoption, the Company will recognize a lease liability and corresponding right-of-use asset Statement or Statement of Cash Flows. We do not expect a significant change in our leasing activities between now and adoption and we do not expect this standard to have an effect on our current set of debt covenants. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (q) Distinguishment of Liabilities from Equity The Company has applied ASC 480, Distinguishing Liabilities from Equity, to classify as liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred units. The Company determines the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company determines financial instruments as temporary equity if the redemption of the preferred units or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. Temporary Equity At each balance sheet date, the Company evaluates the classification of its redeemable instruments. If an instrument is: (i) redeemable, or (ii) redemption is probable, or (iii) will become redeemable, or (iv) its redemption is outside the control of the Company, the Company records the instruments at its redemption value. If the instrument is not redeemable and it is probable that it will become redeemable, it is recorded at its fair value. The resulting increases or decreases in the carrying value of redeemable instruments are recognized as adjustments to additional paid in capital. (r) Warrant Liabilities The Company evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrants were issued in connection with the issuance of the Series B-1 and Series E preferred shares. These warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the initial measurement was estimated using a Black-Scholes options pricing model. These warrants were exercised in conjunction with the closing of the business combination. See Note 16 for additional information.

Revenue

Revenue	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Revenue	(3) Revenue Revenues are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2019 2020 2021 ​ ​ (in thousands) Travel ​ $ 144,073 ​ $ 73,660 ​ $ 134,373 Subscription ​ 72,676 ​ 91,548 ​ 100,024 Other ​ 330 ​ 382 ​ 350 Total ​ $ 217,079 ​ $ 165,590 ​ $ 234,747 ​ The Company has recognized assets and liabilities related to contracts with customers as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2021 ​ ​ (in thousands) Assets: ​ ​ Accounts Receivable, net ​ $ 2,978 ​ $ 2,389 Liabilities: ​ ​ Deferred revenue, current and long term ​ $ 148,962 ​ $ 191,263 ​ As of December 31, 2021, deferred revenue is expected to be recognized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ​ ​ ​ ​ Ending ​ ​ Years Ending December 31, December 31, Amount ​ ​ (in thousands) 2022 ​ ​ ​ $ 176,813 2023 ​ ​ ​ 8,671 2024 ​ ​ ​ 3,636 2025 ​ ​ ​ 490 2026 ​ ​ ​ 853 Thereafter ​ ​ ​ 800 Total ​ ​ ​ $ 191,263 ​ As of December 31, 2020, the balance of deferred revenue was $149.0

Prepaid Expenses and Prepaid Su

Prepaid Expenses and Prepaid Subscriber Travel	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Prepaid Expenses and Prepaid Subscriber Travel	(4) Prepaid Expenses and Prepaid Subscriber Travel Prepaid expenses Prepaid expenses are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2020 2021 ​ ​ (in thousands) Property operations ​ $ 2,797 ​ $ 5,136 Software ​ 2,185 ​ 2,979 Rent ​ 633 ​ 1,094 Operating supplies ​ 243 ​ 1,372 Insurance ​ 253 ​ 520 Total ​ $ 6,111 ​ $ 11,101 ​ Prepaid Subscriber Travel Prepaid subscriber travel of $11.8 $17.2

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Property and Equipment	(5) Property and Equipment Property and equipment are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful life December 31, ​ ​ (years) ​ 2020 2021 ​ ​ (in thousands) Furniture, fixtures, and equipment ​ 5 ​ $ 1,187 ​ $ 1,354 Corporate office leasehold improvements ​ 3 ​ 5,151 ​ 5,156 Internal-use software ​ 3 ​ 6,930 ​ 7,947 Computer equipment ​ 3 ​ 765 ​ 1,265 Residence vehicles ​ 5 ​ 235 ​ 315 Residence leasehold improvements ​ 3 ​ 6,075 ​ 8,322 Total Cost ​ ​ ​ 20,343 ​ 24,359 Accumulated depreciation and amortization ​ ​ ​ 11,389 ​ 15,664 Net property and equipment ​ ​ ​ $ 8,954 ​ $ 8,695 ​

Income Taxes

Income Taxes	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Taxes	Note 11 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ December 31, 2020 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (40,359) State ​ — Valuation allowance ​ 40,359 Income tax provision ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, 2020 Deferred tax assets: ​ Net operating loss carryover ​ $ 17,537 Start-up/Organization costs ​ 22,822 Total deferred tax assets ​ 40,359 Valuation allowance ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ December 31,2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72) % Change in fair value of derivative warrant ​ liabilities (2.92) % Change in Valuation Allowance (1.4) % Income Taxes Benefit 0.0 % ​	Note 10. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Current ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (1,111,168) ​ (40,359) State ​ — ​ — Valuation allowance ​ 1,111,168 ​ 40,359 Income tax provision ​ $ — ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 5,630 ​ $ 17,537 Start-up/Organization costs ​ 1,105,538 ​ 22,822 Total deferred tax assets ​ 1,111,168 ​ 40,359 Valuation allowance ​ (1,111,168) ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Statutory Federal income tax rate 21.0 % ​ 21.0 % Financing cost - derivative warrant liabilities 0.0 % ​ (2.92) % Change in fair value of derivative warrant liabilities 1.67 % ​ (16.72) % Change in Valuation Allowance (22.7) % ​ (1.4) % Income Taxes Expense (Benefit) . 0.0 % ​ 0.0 % ​
Inspirato LLC
Income Taxes		(6) Income Taxes The Company is a partnership for U.S. federal, state, and local income tax purposes and makes no provision for such taxes, as its taxable income and losses are taken into account by the members of the limited liability company. The Company is qualified and intends to continue to qualify as a partnership for tax purposes. The Company is required to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. As required by this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards. The Company had no uncertain income tax positions at December 31, 2020 or 2021.The Company believes that there are no jurisdictions in which the outcome of these unresolved issues would result in a material adverse impact on the results of its operations, financial position, or cash flows. The Company files income tax returns in the U.S., Italy, Mexico, and various other jurisdictions. Interest and penalties associated with tax positions are recorded in the period assessed. However, no interest or penalties have been assessed as of December 31, 2020 and 2021.

Debt

Debt	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Debt	(7) Debt Loan Facility In January 2019, the Company converted a $7.5 million term loan into a $10.0 million revolving line of credit. In October 2020, the Company terminated the revolving line of credit and obtained a new line of credit that matures October 2023. This revolving line of credit has a limit of $14.0 million. Interest rates associated with these loans adjust based on the prime rate and outstanding balance. The interest rate was 4.25% for both of the two years ended December 31, 2021. Interest expense related to the revolving lines of credit for the years ended December 31, 2019, 2020 and 2021 totaled $1.2 million, $0.6 million and $0.6 million, respectively. To obtain these loans, the Company was required to pledge collateral in the form of the Company’s deposit accounts, intangible assets, and maintain a cash deposit with the holder of $7 million. As of December 31, 2021 all covenants associated with the loan facilities have been satisfied. Paycheck Protection Program During the year ended December 31, 2020, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $9.4 million with a maturity date of April 2022. The loan was an interest only loan with the full balance due upon maturity. The PPP Loan program was created under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and was administered by the Small Business Administration (SBA). The Company submitted a request for forgiveness of the entire loan balance in September 2020, and in June 2021, the Company received notice from the SBA that the loan has been forgiven and the SBA repaid the lender on the Company's behalf. The Company recorded a gain on forgiveness of $9.5 million in June 2021, representing the principal amount of the loan and accrued interest through the forgiveness date. The SBA has the ability to review the Company’s loan file for a period subsequent to the date the loan being forgiven and repaid in full. The results of any review could result in the SBA requesting additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness, with the potential for the SBA to pursue legal remedies at its discretion.

Earnings per Common Unit

Earnings per Common Unit	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Earnings per Common Unit	(8) Earnings per Common Unit The calculation of the basic earnings or loss per common unit amount is based on the profit or loss for the year attributable to ordinary equity holders of the Company and the weighted average number of common units outstanding during the year. The weighted average number of common units outstanding for purpose of calculating diluted earnings or loss per common unit has been adjusted by deducting the weighted average effect of preferred units, unit options, warrants and profits interests, to the extent such deductions are not anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2019 2020 2021 Numerator ​ ​ ​ Net loss attributable to common unitholders (in thousands) ​ $ (6,249) ​ $ (540) ​ $ (22,218) Denominator ​ ​ ​ Weighted average common units — basic ​ 1,166,154 ​ 1,166,154 ​ 1,166,063 Net loss per common unit — basic ​ $ (5.36) ​ $ (0.46) ​ $ (19.05) Weighted average common units — diluted ​ 1,166,154 ​ 1,166,154 ​ 1,166,063 Net loss per common unit — diluted ​ $ (5.36) ​ $ (0.46) ​ $ (19.05) ​ The following securities were anti-dilutive for the years ended December 31, 2019, 2020, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 Preferred units 1,416,199 1,416,199 1,415,673 Stock options 343,918 299,728 214,855 Preferred warrants 13,684 13,684 13,684 Profits interests 92,146 197,764 267,888 Anti-dilutive preferred units, stock options, warrants, and profits interests 1,865,947 1,927,375 1,912,100 ​

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the Initial Public Offering, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights following the consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the IPO. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the IPO, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination.
Inspirato LLC
Commitments and Contingencies		(9) Commitments and Contingencies Operating Leases The Company is party to numerous operating leases, primarily for vacation properties and corporate headquarters. These leases generally require the Company to pay taxes, insurance, utilities, and maintenance costs. During the year ended December 31, 2020, the Company claimed force majeure within a number of its lease agreements due to effects of the COVID-19 pandemic and did not require payment during the force majeure period. Total rent expense under all leases was $48.3 million, $39.8 million, and $64.1 million for the years ended December 31, 2019, 2020, and 2021 respectively. Future minimum annual commitments under these operating leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years ​ ​ ​ Ending ​ ​ Years Ending December 31 December 31 Amount ​ ​ (in thousands) 2022 ​ ​ ​ $ 69,329 2023 ​ ​ ​ 58,744 2024 ​ ​ ​ 37,850 2025 ​ ​ ​ 28,203 2026 ​ ​ ​ 20,345 Thereafter ​ ​ ​ 25,716 Total ​ ​ ​ $ 240,187 ​ Litigation The Company may be named as a defendant in various actions and proceedings arising in the normal course of business. The Company believes that the impact of any such matters will not have a material adverse effect on its consolidated results of operations, financial position, or cash flows. As of December 31, 2021, the Company had no significant pending or threatened litigation. Reimbursement and Security Agreement In March 2017, in association with the execution of a surety bond agreement, the Company issued 11,690 warrants to five indemnitors to purchase Series E preferred units at an exercise price of , and a contractual life of In November 2018, the related reserve requirement and surety bond were reduced from $30 million to $20 million. The existing surety bond agreement scheduled to expire on March 1, 2019 was replaced with a new agreement backed by two individual indemnitors who are also related parties. The new agreement reduced the indemnitor requirement to $7.5 million or $3.8 million per indemnitor. Interest payable to the indemnitors is accrued at 7.0 percent per annum. The Company incurred interest expense of $1.2 million, $0 and $0 during the years ended December 31, 2019, 2020 and 2021 respectively, related to the surety bond agreement. ​ In September 2019, the existing surety bond agreement which was scheduled to expire on March 1, 2020, was replaced with a new agreement that removed the individual indemnitors leaving only a corporate Indemnity and removing the interest payable requirement. This agreement was renewed in September 2020 through September 2021, then additionally renewed September 2021 through September 2022.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Warrant Liabilities	(10) Warrant Liabilities In 2013, in association with a $10.0 million loan facility, the Company issued 1,994 warrants exercisable for Series B-1 preferred units at an exercise price of $125.38 per unit, which expire the later of April 25, 2020 or five years from the effective date of an initial public offering. In 2017, in association with the issuance of Series E preferred units, the company issued 19,717 warrants at an exercise price of $128.29 per unit. The Company issued a total of 31,407 warrants during 2017. See Note 9 for additional detail on warrants issued in conjunction with the surety bond agreement. As of December 31, 2020 and 2021, the Company used level 3 inputs for the valuation of its warrants liabilities. The fair value of the warrant liabilities is based in part on aggregate equity value indications, consistent with the analysis of the Company’s common unit valuation using the option pricing method. Subsequent changes in the estimated fair value of the warrants are reflected in the change in fair value of warrant liabilities in the accompanying consolidated statement of operations. The Company determined the estimated fair values for the outstanding warrants at December 31, 2020 and 2021 of $91 thousand and $547 thousand, respectively. All warrants were exercised in conjunction with the business combination discussed in Note 16 below.

Members' Equity and Temporary E

Members' Equity and Temporary Equity	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Members' Equity and Temporary Equity	(11) Members’ Equity and Temporary Equity The Company was organized on May 12, 2010 as a Delaware limited liability company and, for the year ended December 31, 2021, is operating under the Sixth Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”). The Operating Agreement provides for eight classes of units: common units, Series A-1 convertible preferred units (Series A-1 preferred units), Series A-2 convertible preferred units (Series A-2 preferred units), Series B convertible preferred units (Series B preferred units), Series B-1 convertible preferred units (Series B-1 preferred units), Series C convertible preferred units (Series C preferred units), Series D convertible preferred units (Series D preferred units), and Series E convertible preferred units (Series E preferred units). The Company’s Operating Agreement was amended in February 2020. Effective on that date, the Company is authorized to issue common and preferred units as disclosed on the Company’s Consolidated Balance Sheets. In September 2018 and August 2019, the board authorized the increase of common units reserved for issuance to employees, managers, and others to 325,045 and 385,045 common units, respectively. Neither Series C preferred units nor the common units are redeemable at the option of the holder. The liquidation preferences of the preferred units are all pari passu and then based on the original issue prices, less certain items, all as defined in the Operating Agreement. Series A-1, A-2, B, B-1, D, and E preferred unit issuances with redemption provisions that permit the issuer to settle in either cash or common units, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the provisions of ASC 480-10-S99-3A, preferred units are required to be classified as temporary equity if any event that is outside the Company’s control regardless of probability could trigger the security to become redeemable. As such, the Company determined that the Series A-1, A-2, B, B-1, D, and E preferred units are redeemable upon the occurrence of an event that is not within the Company’s control resulting in these preferred units being classified as temporary equity. ​ Profits, losses, and distributions are allocated to the members in proportion to their respective number of units on an as converted to common units’ basis. Each common unit holder is entitled to cast one vote on any matter requiring approval of such units, and each preferred unit holder is entitled to cast one vote for each common unit into which such preferred unit is then convertible, on an aggregate basis for each holder of preferred units, on any matter requiring approval of such units. The holders of preferred units and common units vote together on all matters as a single class. Any holder of preferred units has the right, at his or her option, to convert all or any portion of the holder’s units into common units. Upon either (i) the closing of a qualified public offering, or (ii) written consent by the requisite preferred unit holders, all preferred units will automatically be converted into common units. Each preferred unit will be convertible into that number of common units that is equal to the preferred unit issue price divided by the preferred unit conversion price; however, certain circumstances, such as common unit splits, dividends, or otherwise, may impact this conversion ratio. In December 2021, the Company redeemed 5,035 Series A-1 units, 1,540 Series E units, and 18,046 common units for an aggregate cash amount of $7.8 million.

Equity Based Compensation

Equity Based Compensation	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Equity Based Compensation	(12) Equity Based Compensation Unit Option Plan In December 2011, the board approved the Unit Option Plan, which provides for the granting of options to purchase the Company’s common units to employees, managers, and consultants. The units are unvested and subject to each employee’s continued employment with the Company. The vesting start date for units issued to existing employees as part of the first grant is equal to the employee’s hire date. Subsequent unit grants have a vesting start date equal to the unit grant date. Once granted, the units vest over a period of three In 2020, the Company granted profits interests to certain key employees of the Company. The awards contain both a service condition and a performance condition that is contingent on a change in control event, as defined in the agreement, and which was not considered probable as of December 31, 2021. The business combination with Thayer was not a change in control as defined in the agreement. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 Approximate risk-free rate ​ 1.55 % ​ 0.33 % ​ 0.49 % Average expected life ​ 6 years ​ ​ 6 years ​ ​ 6 years ​ Volatility ​ 64.3 % ​ 65.2 % ​ 47.6 % Estimated per unit fair value of options granted ​ $ 35.80 ​ $ 16.67 ​ $ 12.89 ​ ​ As of December 31, 2021 unit option expense remaining to be recognized was $1.5 million and will be recognized over the next eight years. There were 226,357 and 210,200 unit options outstanding at December 31, 2020 and 2021, respectively, with 0 and 1,255 units exercised during 2020 and 2021, respectively. ​ Profits Interests In 2020, the Company authorized upon vesting of the units. As of December 31, 2021 and 2020, 267,888 profits interests were issued and outstanding, and $1.2 million in profits interest expense remained to be recognized.

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Employee Benefit Plan	(13) Employee Benefit Plan The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. Employees are eligible to begin participating in the Plan at the beginning of the first month following 30 days of employment with the Company. Employees participating in the Plan may contribute an unlimited percentage of their compensation up to Internal Revenue Service (IRS) annual limitations. The Company matches 50 percent of an employee’s contribution up to 6 percent of eligible pay with immediate 100 percent vesting. This match has a $1,500 per employee cap each year. Costs incurred in connection with the Plan were minimal for the years ended December 31, 2019, 2020 and 2021. The Plan provides for the Company to make a discretionary matching contribution. Thus, contributions to the Plan totaled $286 thousand, $286 thousand and $914 thousand for the years ended December 31, 2019, 2020 and 2021, respectively. The Company discontinued the match policy effective March 31, 2020 and fully reinstated the policy as of January 1, 2021.

Related Party Transactions

Related Party Transactions	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 30 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. No charges were incurred as of December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates.	Note 4. Related Party Transactions. Founder Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of the completion of the IPO or the date the Company determines not to conduct an IPO. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. Subsequent to repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. The Sponsor has waived fees under such agreement since the IPO, as such there were no charges incurred or accrued for as of December 31, 2021. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. For the year ended December 31, 2021, no charges were incurred or accrued.
Inspirato LLC
Related Party Transactions		(14) Related Party Transactions As of December 31, 2021, the founders collectively own 705,303 common units, either directly or indirectly, through an entity called BRM Ventures LLC. Other related parties own 58,468 common units. Certain of the Company’s founders also own stock in Exclusive Resorts LLC (“Exclusive Resorts”). As part of the 2013 Portico acquisition, Inspirato entered into certain ancillary and commercial arrangements with Exclusive Resorts, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2020 and 2021, balances due from related parties for these arrangements totaled $504 thousand and $386 thousand, respectively. Under the property usage agreements, Inspirato pays Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato subscribers’ usage. At December 31, 2021, Inspirato had paid all amounts related to the property usage agreements. Inspirato’s merchant services agreement with American Express Travel Related Services Company, Inc. requires Inspirato to maintain a reserve, which Inspirato satisfied by means of a surety bond. The bond surety company required an additional indemnification for issuance of the bond. Inspirato had a reimbursement agreement with each of Brent Handler, Inspirato’s Chief Executive Officer and member of Inspirato’s board of managers, and Brad Handler, Inspirato’s Executive Chairman and member of Inspirato’s board of managers, from March 2018 to September 2019 under which Inspirato agreed to reimburse Messrs. Handler and Handler for indemnification payments made to the bond surety company and paid to Brent Handler and Brad Handler an aggregate of approximately $118 thousand and $162 thousand, respectively, for each of their personal indemnification obligations to the bond surety company. Such amounts were computed as 7% per annum of the indemnified amount.

Geographical Information

Geographical Information	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Geographical Information	(15) Geographical Information The following summary provides information concerning our principal geographic areas related to long lived assets for the years ended December 31, 2020 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2020 ​ 2021 ​ ​ (in thousands) United States $ 28,875 $ 28,740 Rest of world ​ 1,312 ​ 1,188 Total ​ $ 30,187 ​ $ 29,928 ​ Long lived assets consist of property and equipment, software, and intangible assets. All software and intangible assets of as December 31, 2020 and 2021 were attributable to the United States. Revenue earned from travel and subscription services are charged on a bundled basis, without regard to where services are delivered, and periodically include a portion of services provided outside of the US. It is impracticable to separate those amounts by geographic location.

Subsequent Events

Subsequent Events	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Subsequent Events	Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, including in Note 2—Restatement of Previously Issued Financial Statements, based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar- for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting.	Note 11. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
Inspirato LLC
Subsequent Events		(16) Subsequent Events On February 11, 2022, the Company and Thayer consummated the transaction contemplated in the Business Combination Agreement dated June 30, 2021 whereby certain blocker entities merged within and into Inspirato LLC with Inspirato LLC as the surviving company (the “Closing”), resulting in Inspirato LLC becoming a subsidiary of Thayer. In connection with the Closing, among other things, (i) Thayer changed its name to “Inspirato Incorporated” (ii) each of the then issued and outstanding shares of Class A and Class B common stock of Thayer (the “Thayer Class A Common Stock”), converted automatically, on a one-for-one basis, into a share of Class A common stock of Inspirato Incorporated (“Inspirato Class A Common Stock”), (iii) each of the then issued and outstanding warrants of Thayer (the “Thayer Warrants”) converted automatically into a redeemable warrant to purchase one share of Inspirato Class A Common Stock (the “Inspirato Warrants”), and (iv) each of the then issued and outstanding units of Thayer that had not been previously separated into the underlying Thayer Class A Common Stock and Thayer Public Warrant upon the request of the holder thereof (the “Thayer Units”), were cancelled and entitled the holder thereof to one share of Inspirato Class A Common Stock and one As a result of the Closing, each outstanding unit of Inspirato was cancelled and each unitholder received either (i) a number of shares of Inspirato Class A Common Stock equal to approximately 37.2275 (the “Exchange Ratio”) for each unit of Inspirato LLC owned and certain rights under the Tax Receivable Agreement; or (ii) a number of New Common Units of Inspirato LLC equal to the Exchange Ratio, an equal number of shares of Class V common stock of Inspirato Incorporated (the “Inspirato Class V Common Stock”, and together with the Inspirato Class A Common Stock, the “Inspirato Common Stock”), which has no economic value, but entitles the holder thereof to one vote per share, and certain rights under the Tax Receivable Agreement; and (iii) each option to purchase Inspirato units converted into an option to purchase Inspirato Class A Common Stock. This exchange resulted in Inspirato Incorporated owning 43.7% of the issued and outstanding units of Inspirato LLC at closing.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020.
Earnings (loss) Per Common Unit	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)
Fair Value Measures		Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Recently Issued Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Inspirato LLC
Basis of Presentation		(a) Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation		(b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Inspirato LLC and its subsidiaries and have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates		(c) 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 revenue and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. The consolidated financial statements include amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation and estimated economic lives of capitalized software and long-lived assets, contingencies, allowance accounts, expected length of certain subscription types, and the fair value of warrants and options.
Cash and Cash Equivalents		(d) Cash and Cash Equivalents Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution and the Company has not experienced any losses as a result of this concentration. Amounts in transit from credit card processors are also considered cash equivalents because they are both short term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.
Restricted Cash		(e) Restricted Cash The Company classifies deposits as required to be maintained by its credit card and ACH processors as restricted cash.
Accounts Receivable		(f) Accounts Receivable Accounts receivables from customers are recorded at the original invoiced amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on historical experience, aging of receivables, economic trends and other factors that may affect the Company’s ability to collect from customers, and was not significant at December 31, 2020 and 2021.
Property and Equipment		(g) Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives ranging from three The carrying amounts of our long-lived assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than we had originally estimated. The recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the remaining carrying value is amortized over the new shorter useful life. There was no impairment of any long-lived assets in the three years ended December 31, 2021.
Equity-Based Compensation		(h) Equity-Based Compensation The Company accounts for equity-based compensation in accordance with GAAP for all transactions in which an entity exchanges its equity instruments for goods or services, which generally require the Company to measure the cost of employee services received in exchange for an award of equity instruments in earnings based on the fair value and vesting provisions of the award on the date of grant. Historical data by participant groupings is used to estimate option forfeitures and record unit-based compensation expense only for those awards that are expected to vest. Compensation cost is recognized on a straight-line basis over the requisite service period.
Goodwill		(i) Goodwill Goodwill arose from the acquisition of certain assets of Portico Club, LLC (“Portico”) on December 16, 2013. Goodwill was recorded based on management’s best estimates of the fair values of assets acquired and liabilities assumed at the date of acquisition. Goodwill is not amortized, but rather is assessed annually for impairment in the fourth quarter and when events and circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The Company has determined that the Company has one reporting unit. The test for impairment requires that the Company first perform 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 it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. The Company performs our annual impairment review of goodwill at December 1 and when a triggering event occurs between annual impairment tests. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value. The Company determined based on the qualitative assessments that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, therefore no quantitative impairment tests were performed at December 31, 2021 and 2020 and no goodwill impairment charges were recognized in the years ended December 31, 2021, 2020 and 2019.
Revenue		(j) Revenue Effective January 1, 2019, the Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers accumulated The Company’s revenue is reported net of discounts and incentives as a reduction of the transaction price. Some of the Company’s contracts with customers contain multiple performance obligations. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers. Subscription Revenue The Company’s contracts with customers grants access to book the Company’s residences and other privileges that vary based on the type of subscription. The Company offers Inspirato Club and Inspirato Pass subscriptions. Inspirato Club subscriptions grant access to its portfolio. In addition to Inspirato Club subscription benefits, Inspirato Pass subscriptions include the ability to book certain stays without paying additional nightly rates, taxes or fees. Subscriptions generally include an enrollment fee and monthly or annual fees, for which customers can prepay up to several years at once. The Company has an unconditional right to these fees in its contracts with customers for a subscription as the Company provides the right to book to its customers. Thus, the Company recognizes revenue from monthly or annual fees over their related time period. Certain legacy Inspirato Club subscriptions included substantive upfront enrollment fees. These enrollment fees may have entitled the subscriber to reduced dues, travel or other perks. The value of those services, estimated based on their stand-alone selling price, were deferred and recognized when those services are provided. The remaining revenue is recognized on a straight-line basis over the expected average life of these subscription types. The average estimated life of these subscriptions is estimated to be five years. The option to renew is considered a material right of the customer and is treated herein as an additional performance obligation. The calculation of the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees is a critical estimate in the recognition of revenue associated with enrollment fees. The calculation includes certain management judgments and projections regarding the estimated period that customers are expected to remain subscribers and continue to benefit from these subscriptions along with annual renewal rates for these subscriptions. Management relies on multiple metrics to determine the average customer life. These include historical average renewal and attrition rates, expected future renewal rates, and other qualitative measures obtained through market research. The Company reviews its estimates and assumptions with regard to the average customer life based on the Company’s projections and historical experience on an annual basis. For the years ended December 31, 2019, 2020 and 2021, the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees was five years. ​ Contracts are cancellable at the end of the monthly or annual contract term. The Company has determined that enrollment fees for subscriptions do not provide a material right to a customer and thus, these enrollment fees are recognized upon receipt. ​ In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from our customers. Any potential financing fees are considered insignificant in the context of our contracts. Travel Revenue Travel related fees for trips are recognized when performance obligations are met over the period of the stay. The Company offers certain discounts for paying in advance or as promotions. These promotions are recognized when performance obligations are met or upon their expiration. Deferred Revenue The Company records any unrecognized portion of enrollment fees and travel to be delivered as deferred revenue until applicable performance obligations are met.
Operating Leases		(k) Operating Leases The Company accounts for operating leases under ASC 840, Leases Recently Issued Accounting Pronouncements
Advertising Costs		(l) Advertising Costs The Company incurs advertising expense including television and radio advertising and online advertising expense to promote our brand. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. Advertising expenses are included within sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss and totaled $2.6 million, $2.1 million, and $8.5 million for the years ended December 31, 2019, 2020, and 2021, respectively.
Earnings (loss) Per Common Unit		(m) Earnings (Loss) Per Common Unit Basic earnings (loss) per common unit (“EPS”) is computed by dividing net earnings or loss attributable to common unitholders, as applicable, by the weighted average number of common units outstanding during the period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested units, if dilutive, is computed using the treasury stock method.
Segment Information		(n) Segment Information The Company provides hospitality services in the U.S. and in foreign countries with customers in North America and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location. Information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis, and strategic and financial decisions are determined centrally. Management has concluded that the Company operates as single segment.
Fair Value Measures		(o) Fair Value Measures ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., impairments of long-lived assets). The fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. The carrying values on the consolidated balance sheet of the Company’s cash and cash equivalents, restricted cash, accounts receivable, prepaids, other current assets, accounts payable, accrued liabilities, deferred rent, deferred revenue, other liabilities, and debt approximate fair values due to their short- term maturities. The Company uses certain fair valuation techniques in performing its annual goodwill impairment test described below and in determining the value of warrants. These techniques generally use Level 3 inputs.
Recently Issued Accounting Pronouncements		(p) Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’ which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases. The new lease standard will have a significant effect on the Company’s consolidated financial statements and disclosures as a result of the Company’s operating leases, as disclosed in Note 9, that will be reported on the consolidated balance sheet at adoption. Upon adoption, the Company will recognize a lease liability and corresponding right-of-use asset Statement or Statement of Cash Flows. We do not expect a significant change in our leasing activities between now and adoption and we do not expect this standard to have an effect on our current set of debt covenants. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
Distinguishment of Liabilities from Equity		(q) Distinguishment of Liabilities from Equity The Company has applied ASC 480, Distinguishing Liabilities from Equity, to classify as liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred units. The Company determines the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company determines financial instruments as temporary equity if the redemption of the preferred units or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. Temporary Equity At each balance sheet date, the Company evaluates the classification of its redeemable instruments. If an instrument is: (i) redeemable, or (ii) redemption is probable, or (iii) will become redeemable, or (iv) its redemption is outside the control of the Company, the Company records the instruments at its redemption value. If the instrument is not redeemable and it is probable that it will become redeemable, it is recorded at its fair value. The resulting increases or decreases in the carrying value of redeemable instruments are recognized as adjustments to additional paid in capital.
Warrant Liabilities		(r) Warrant Liabilities The Company evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrants were issued in connection with the issuance of the Series B-1 and Series E preferred shares. These warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the initial measurement was estimated using a Black-Scholes options pricing model. These warrants were exercised in conjunction with the closing of the business combination. See Note 16 for additional information.

Revenue (Tables)

Revenue (Tables) - Inspirato LLC	12 Months Ended
	Dec. 31, 2021
Schedule of revenues	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2019 2020 2021 ​ ​ (in thousands) Travel ​ $ 144,073 ​ $ 73,660 ​ $ 134,373 Subscription ​ 72,676 ​ 91,548 ​ 100,024 Other ​ 330 ​ 382 ​ 350 Total ​ $ 217,079 ​ $ 165,590 ​ $ 234,747
Schedule of assets and liabilities related to contracts with customers	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2021 ​ ​ (in thousands) Assets: ​ ​ Accounts Receivable, net ​ $ 2,978 ​ $ 2,389 Liabilities: ​ ​ Deferred revenue, current and long term ​ $ 148,962 ​ $ 191,263
Schedule of expected deferred revenue recognition	​ ​ ​ ​ ​ ​ ​ ​ ​ Years ​ ​ ​ ​ Ending ​ ​ Years Ending December 31, December 31, Amount ​ ​ (in thousands) 2022 ​ ​ ​ $ 176,813 2023 ​ ​ ​ 8,671 2024 ​ ​ ​ 3,636 2025 ​ ​ ​ 490 2026 ​ ​ ​ 853 Thereafter ​ ​ ​ 800 Total ​ ​ ​ $ 191,263

Prepaid Expenses and Prepaid _2

Prepaid Expenses and Prepaid Subscriber Travel (Tables)	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Schedule of prepaid expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2020 2021 ​ ​ (in thousands) Property operations ​ $ 2,797 ​ $ 5,136 Software ​ 2,185 ​ 2,979 Rent ​ 633 ​ 1,094 Operating supplies ​ 243 ​ 1,372 Insurance ​ 253 ​ 520 Total ​ $ 6,111 ​ $ 11,101

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful life December 31, ​ ​ (years) ​ 2020 2021 ​ ​ (in thousands) Furniture, fixtures, and equipment ​ 5 ​ $ 1,187 ​ $ 1,354 Corporate office leasehold improvements ​ 3 ​ 5,151 ​ 5,156 Internal-use software ​ 3 ​ 6,930 ​ 7,947 Computer equipment ​ 3 ​ 765 ​ 1,265 Residence vehicles ​ 5 ​ 235 ​ 315 Residence leasehold improvements ​ 3 ​ 6,075 ​ 8,322 Total Cost ​ ​ ​ 20,343 ​ 24,359 Accumulated depreciation and amortization ​ ​ ​ 11,389 ​ 15,664 Net property and equipment ​ ​ ​ $ 8,954 ​ $ 8,695

Earnings per Common Unit (Table

Earnings per Common Unit (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Schedule of basic and diluted earnings per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)
Inspirato LLC
Schedule of basic and diluted earnings per share		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2019 2020 2021 Numerator ​ ​ ​ Net loss attributable to common unitholders (in thousands) ​ $ (6,249) ​ $ (540) ​ $ (22,218) Denominator ​ ​ ​ Weighted average common units — basic ​ 1,166,154 ​ 1,166,154 ​ 1,166,063 Net loss per common unit — basic ​ $ (5.36) ​ $ (0.46) ​ $ (19.05) Weighted average common units — diluted ​ 1,166,154 ​ 1,166,154 ​ 1,166,063 Net loss per common unit — diluted ​ $ (5.36) ​ $ (0.46) ​ $ (19.05)
Schedule of anti-dilutive securities		​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 Preferred units 1,416,199 1,416,199 1,415,673 Stock options 343,918 299,728 214,855 Preferred warrants 13,684 13,684 13,684 Profits interests 92,146 197,764 267,888 Anti-dilutive preferred units, stock options, warrants, and profits interests 1,865,947 1,927,375 1,912,100

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Schedule of future minimum annual commitments under these operating leases	​ ​ ​ ​ ​ ​ ​ ​ Years ​ ​ ​ Ending ​ ​ Years Ending December 31 December 31 Amount ​ ​ (in thousands) 2022 ​ ​ ​ $ 69,329 2023 ​ ​ ​ 58,744 2024 ​ ​ ​ 37,850 2025 ​ ​ ​ 28,203 2026 ​ ​ ​ 20,345 Thereafter ​ ​ ​ 25,716 Total ​ ​ ​ $ 240,187

Equity Based Compensation (Tabl

Equity Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Schedule of assumptions to estimate for fair value of each option grant on the date of grant using the Black-Scholes option pricing model	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 Approximate risk-free rate ​ 1.55 % ​ 0.33 % ​ 0.49 % Average expected life ​ 6 years ​ ​ 6 years ​ ​ 6 years ​ Volatility ​ 64.3 % ​ 65.2 % ​ 47.6 % Estimated per unit fair value of options granted ​ $ 35.80 ​ $ 16.67 ​ $ 12.89 ​

Geographical Information (Table

Geographical Information (Tables)	12 Months Ended
	Dec. 31, 2021
Inspirato LLC
Summary of principal geographic areas related to long lived assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2020 ​ 2021 ​ ​ (in thousands) United States $ 28,875 $ 28,740 Rest of world ​ 1,312 ​ 1,188 Total ​ $ 30,187 ​ $ 29,928

Nature of Business (Details)

Nature of Business (Details) - Inspirato LLC	12 Months Ended
	Dec. 31, 2020USD ($)	Dec. 31, 2021
NumberOfSubsidiaries		38
Number of branches		1
Number of wholly owned domestic limited liability companies		29
Number of wholly owned non-domestic companies		9
Impairments recorded	$ 0

Significant Accounting Polici_3

Significant Accounting Policies - Long-lived Assets Useful Lives (Details) - Inspirato LLC - USD ($) $ in Thousands	12 Months Ended	24 Months Ended	36 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment
Impairment of long-lived assets			$ 0
Maximum
Property, Plant and Equipment
Useful life	5 years
Minimum
Property, Plant and Equipment
Useful life	3 years
Software Development
Property, Plant and Equipment
Useful life	3 years	3 years

Significant Accounting Polici_4

Significant Accounting Policies - Goodwill (Details) - Inspirato LLC $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)segment	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Goodwill impairment | $	$ 0	$ 0	$ 0
Number of Reporting Units | segment	1

Significant Accounting Polici_5

Significant Accounting Policies - Revenue Recognition ASU 2019-09 Adoption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2019
Revenue initial application period, cumulative effect
Retained earnings		$ (26,349,299)	$ (21,470,936)
Inspirato LLC
Revenue initial application period, cumulative effect
Retained earnings		$ (211,168,000)	$ (184,682,000)
Difference between revenue guidance in effect before and after Topic 606 | ASU 2014-09 | Inspirato LLC
Revenue initial application period, cumulative effect
Deferred revenue				$ 4,600,000
Retained earnings				$ 4,600,000
Calculated under revenue guidance in effect before Topic 606 | Inspirato LLC
Revenue initial application period, cumulative effect
Revenue	$ 4,000,000

Significant Accounting Polici_6

Significant Accounting Policies - Revenue Recognition Subscription Revenue (Details)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Inspirato LLC
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Inspirato LLC
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Inspirato LLC
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Inspirato LLC
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Expected useful life of subscriptions	1 year
Subscription Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Inspirato LLC
Expected useful life of subscriptions	5 years	5 years	5 years

Significant Accounting Polici_7

Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Sales and marketing | Inspirato LLC
Advertising expenses	$ 8.5	$ 2.1	$ 2.6

Significant Accounting Polici_8

Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - ASU 2016-02 - Subsequent Event - Inspirato LLC $ in Millions	Jan. 01, 2022USD ($)
Operating lease liability	$ 203
Operating lease liability, right-of-use asset	$ 203

Revenue - Revenue Disaggregatio

Revenue - Revenue Disaggregation (Details) - Inspirato LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues
Revenue	$ 234,747	$ 165,590	$ 217,079
Travel
Revenues
Revenue	134,373	73,660	144,073
Subscription
Revenues
Revenue	100,024	91,548	72,676
Other
Revenues
Revenue	$ 350	$ 382	$ 330

Revenue - Contract with Custome

Revenue - Contract with Customers Assets and Liabilities (Details) - Inspirato LLC - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Accounts Receivable, net	$ 2,389	$ 2,978
Liabilities:
Deferred revenue, current and long term	$ 191,263	$ 148,962

Revenue - Expected Recognition

Revenue - Expected Recognition of Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 191,263
Inspirato LLC
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue	191,263	$ 148,962
Revenue recognized in period	90,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 176,813
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Inspirato LLC
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 8,671
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Inspirato LLC
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 3,636
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Inspirato LLC
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 490
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Inspirato LLC
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 853
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Deferred revenue obligations	$ 800
Expected useful life of subscriptions	1 year

Prepaid Expenses and Prepaid _3

Prepaid Expenses and Prepaid Subscriber Travel (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Prepaid expenses
Total	$ 158,852	$ 509,248
Inspirato LLC
Prepaid Subscriber Travel	17,183,000	11,804,000
Prepaid expenses
Property operations	5,136,000	2,797,000
Software	2,979,000	2,185,000
Rent	1,094,000	633,000
Operating supplies	1,372,000	243,000
Insurance	520,000	253,000
Total	$ 11,101,000	$ 6,111,000

Property and Equipment (Details

Property and Equipment (Details) - Inspirato LLC - USD ($) $ in Thousands	12 Months Ended	24 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment
Total cost	$ 24,359	$ 24,359	$ 20,343
Accumulated depreciation and amortization	15,664	15,664	11,389
Net property and equipment	8,695	$ 8,695	8,954
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life		5 years
Total cost	1,354	$ 1,354	1,187
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life		3 years
Total cost	$ 5,156	$ 5,156	5,151
Software Development
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 7,947	$ 7,947	6,930
Computer equipment
Property, Plant and Equipment
Useful life		3 years
Total cost	1,265	$ 1,265	765
Residence vehicles
Property, Plant and Equipment
Useful life		5 years
Total cost	315	$ 315	235
Residence leasehold improvements
Property, Plant and Equipment
Useful life		3 years
Total cost	$ 8,322	$ 8,322	$ 6,075

Income Taxes (Details)

Income Taxes (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Income tax provision	$ 0	$ 0
Uncertain tax positions	0	0	$ 0
Inspirato LLC
Income tax provision		0
Uncertain tax positions	$ 0	0	0
Interest and penalties assessed		$ 0	$ 0

Debt - Loan Facility (Details)

Debt - Loan Facility (Details) - Inspirato LLC - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2020
Debt
Interest rate (as a percent)		4.25%	4.25%
Interest expense		$ 0.6	$ 0.6	$ 1.2
Prior Loan Facility
Debt
Term loan	$ 7.5
Term loan converted	$ 10
Loan Facility
Debt
Maximum borrowing capacity					$ 14
cash deposit with the holder					$ 7

Debt - Paycheck Protection Prog

Debt - Paycheck Protection Program (Details) - Inspirato LLC - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Debt
Gain on forgiveness of debt		$ 9,518
Paycheck Protection Program
Debt
Loan amount			$ 9,400
Gain on forgiveness of debt	$ 9,500

Earnings per Common Unit (Detai

Earnings per Common Unit (Details) - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consolidated net loss	$ (2,958,534)	$ (2,958,534)	$ (4,878,363)
Inspirato LLC
Consolidated net loss			$ (22,218,000)	$ (540,000)	$ (6,249,000)
Basic weighted average common units outstanding			1,166,063	1,166,154	1,166,154
Basic loss per common unit (in dollars per unit)			$ (19.05)	$ (0.46)	$ (5.36)
Diluted weighted average common units outstanding			1,166,063	1,166,154	1,166,154
Diluted loss per common unit (in dollars per unit)			$ (19.05)	$ (0.46)	$ (5.36)

Earnings per Common Unit - Anti

Earnings per Common Unit - Anti-dilutive securities (Details) - shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests	15,800,000	15,800,000
Inspirato LLC
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests		1,912,100	1,927,375	1,865,947
Preferred units | Inspirato LLC
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests		1,415,673	1,416,199	1,416,199
Stock options | Inspirato LLC
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests		214,855	299,728	343,918
Preferred warrants | Inspirato LLC
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests		13,684	13,684	13,684
Profits interests | Inspirato LLC
Anti-dilutive securities
Anti-dilutive preferred units, stock options, warrants, and profits interests		267,888	197,764	92,146

Commitments and Contingencies -

Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Future minimum annual commitments under these operating leases
2022	$ 69,329
2023	58,744
2024	37,850
2025	28,203
2026	20,345
Thereafter	25,716
Total	240,187
Inspirato LLC
Rent expense	$ 64,100	$ 39,800	$ 48,300

Commitments and Contingencies_2

Commitments and Contingencies - Reimbursement and Security Agreement, Warrants Issued (Details) - Inspirato LLC $ / shares in Units, $ in Thousands	1 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2021USD ($)shares	Dec. 31, 2020USD ($)
Warrants
Fair value of warrants outstanding | $		$ 547	$ 91
Preferred Unit Warrant | Series E
Warrants
Number of warrants issued | shares	11,690
Number of indemnitors	5
Warrant exercise price (in dollars per share) | $ / shares	$ 128.29
Fair value of warrants outstanding | $	$ 862
Number of warrants exercised | shares		0
Preferred Unit Warrant | Series E | Measurement Input, Discount Rate
Warrants
Warrant measurement input	1.7
Preferred Unit Warrant | Series E | Measurement Input, Expected Dividend Rate [Member]
Warrants
Warrant measurement input	0
Preferred Unit Warrant | Series E | Measurement Input, Price Volatility
Warrants
Warrant measurement input	68.1
Preferred Unit Warrant | Series E | Measurement Input, Expected Term
Warrants
Warrant measurement input	4

Commitments and Contingencies_3

Commitments and Contingencies - Reimbursement and Security Agreement, Surety Bond (Details) - Inspirato LLC	Mar. 01, 2019USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)	Nov. 30, 2018USD ($)	Oct. 31, 2018USD ($)
Commitments and contingencies
Interest rate (as a percent)		7.00%	7.00%	7.00%
Interest expense		$ 0	$ 0	$ 1,200,000
Existing surety bond agreement
Commitments and contingencies
Reserve/indemnitor requirement					$ 20,000,000	$ 30,000,000
New surety bond agreement
Commitments and contingencies
Reserve/indemnitor requirement	$ 7,500,000
Number of indemnitors	2
Indemnitor requirement per indemnitor	$ 3,800,000

Warrant Liabilities (Details)

Warrant Liabilities (Details) - Inspirato LLC - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2013	Dec. 31, 2021	Dec. 31, 2020
Warrants
Warrants issued	31,407
Fair value of warrants outstanding			$ 547	$ 91
Series B-1 preferred unit warrants
Warrants
Warrants issued		1,994
Warrant exercise price (in dollars per share)		$ 125.38
Warrant term		5 years
Series E preferred unit warrants
Warrants
Warrants issued	19,717
Warrant exercise price (in dollars per share)	$ 128.29
2013 Loan Facility
Warrants
Loan amount		$ 10,000

Members' Equity and Temporary_2

Members' Equity and Temporary Equity (Details) - Inspirato LLC $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)shares	Aug. 31, 2019shares	Sep. 30, 2018shares
Members' equity and temporary equity
Common Stock, Number Of Votes Per Share	1
Preferred Stock, Number Of Votes Per Share	1
Payments for common and preferred unit redemptions | $	$ 7.8
Common Units
Members' equity and temporary equity
Units reserved for future issuance (in units)		385,045	325,045
Redeemed units (in shares)	18,046
Series A-1
Members' equity and temporary equity
Redeemed units (in shares)	5,035
Series E
Members' equity and temporary equity
Redeemed units (in shares)	1,540
Member Units
Members' equity and temporary equity
Number of classes of units	8
Member Units | Common Units
Members' equity and temporary equity
Redeemed units (in shares)	18,046

Equity Based Compensation - Uni

Equity Based Compensation - Unit Option Plan (Details) - Stock options - Inspirato LLC - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity Based Compensation
Term	P10Y
Assumptions
Approximate risk-free rate		0.49%	0.33%	1.55%
Average expected life		6 years	6 years	6 years
Volatility		47.60%	65.20%	64.30%
Estimated per unit fair value of options granted		$ 12.89	$ 16.67	$ 35.80
Other disclosures
Expense remaining to be recognized		$ 1.5
Period expense remaining to be recognized		8 years
Options outstanding		210,200	226,357
Issuance of common units upon exercise of unit option awards, net of shares withheld for income taxes (in shares)		1,255	0
Minimum
Equity Based Compensation
Vesting period	3 years
Maximum
Equity Based Compensation
Vesting period	5 years

Equity Based Compensation - Pro

Equity Based Compensation - Profit Interests (Details) - Profits interests - Inspirato LLC - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	267,888	267,888
Profits interests outstanding (in shares)	267,888	267,888
Profits interest expense remained to be recognized	$ 1.2	$ 1.2
Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests authorized (in shares)		172,781
Profits interests issued (in shares)	0	172,781

Employee Benefit Plan (Details)

Employee Benefit Plan (Details) - Inspirato LLC - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Company match percentage	50.00%
Percent of employer match of employee's eligible pay	6.00%
Vesting percentage	100.00%
Maximum amount employer can contribute per employee per year	$ 1,500
Contribution expense	$ 914,000	$ 286,000	$ 286,000

Related Party Transactions (Det

Related Party Transactions (Details) - Inspirato LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related party transactions
Common units	705,303
Due from related party, current	$ 386	$ 504
Percentage, per annum, of the indemnified amount	7.00%
CEO
Related party transactions
Indemnification payments to related party	$ 118
Executive Chairman
Related party transactions
Indemnification payments to related party	162
Exclusive Resorts
Related party transactions
Due from related party, current	$ 386	$ 504
BRM Ventures LLC
Related party transactions
Common units	58,468

Geographical Information (Detai

Geographical Information (Details) - Asset Concentration - Geographical Concentration - Inspirato LLC - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Geographical Information
Long lived assets	$ 29,928	$ 30,187
United States
Geographical Information
Long lived assets	28,740	28,875
Rest of World
Geographical Information
Long lived assets	$ 1,188	$ 1,312

Subsequent Events - (Details)

Subsequent Events - (Details)	Feb. 11, 2022shares	Dec. 31, 2021shares
Inspirato LLC
Subsequent Events
Common Stock, Number Of Votes Per Share		1
Subsequent Event | Class A Common Stock
Subsequent Events
Number of share prior issued and outstanding units entitle to Inspirato stock	1
Subsequent Event | Inspirato LLC
Subsequent Events
Number of share prior issued and outstanding units entitle to Inspirato Warrant	0.5
Subsequent Event | Inspirato LLC | Inspirato LLC
Subsequent Events
Ownership (as a percent)	43.70%
Subsequent Event | Inspirato LLC | Class A Common Stock
Subsequent Events
Conversion ratio of Thayer Class A Common Stock to Inspirato Class A Common Stock	1
Conversion ratio of Thayer Warrants to to Inspirato Warrants	1
Subsequent Event | Inspirato LLC | Class A Common Stock | Inspirato LLC
Subsequent Events
Exchange ratio of outstanding units to stock	37.2275
Common Stock, Number Of Votes Per Share	1

BALANCE SHEET

BALANCE SHEET - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Current assets:
Cash	$ 112,881	$ 1,242,226
Prepaid expenses	158,852	509,248
Total current assets	271,733	1,751,474
Investments held in Trust Account	175,992,381	175,950,325
Total assets	176,264,114	177,701,799
Current liabilities:
Accounts payable	2,971,179	296,718
Accrued expenses	1,129,500	70,000
Franchise tax payable	178,303	83,836
Total current Liabilities	4,278,982	450,554
Deferred underwriting commissions	6,900,000	6,900,000
Derivative warrant liabilities	15,484,000	15,871,750
Total liabilities	26,662,982	23,222,304
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(26,349,299)	(21,470,936)
Total members' deficit	(26,348,868)	(21,470,505)	$ 0
Total liabilities, temporary equity, and members' deficit	176,264,114	177,701,799
Restated Balance [Member]
Stockholders' Deficit:
Accumulated deficit		(21,470,936)
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000
Stockholders' Deficit:
Common stock
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 431	$ 431

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0
Class A Common Stock
Temporary equity shares outstanding	17,250,000	17,250,000	17,250,000	17,250,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000	100,000,000
Common stock, shares issued		2,595,148
Common stock, shares outstanding		2,595,148
Common Class A Subject To Redemption
Temporary equity shares outstanding	14,654,852	14,654,852	14,654,852	14,654,852
Temporary equity, Redemption price per share	$ 10.20	$ 10.20	$ 10.20	$ 10.20
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses		$ 108,674	$ 5,155,793
Franchise tax expenses		83,836	152,376
Loss from operations		(192,510)	(5,308,169)
Interest and investment income		325
Financing costs - derivative warrant liabilities		(410,849)
Change in fair value of derivative warrant liabilities		(2,355,500)	387,750
Net loss	$ (2,958,534)	(2,958,534)	(4,878,363)
Common Class A [Member]
Net loss		$ (1,043,325)	(3,902,690)
Weighted average shares outstanding		2,079,787
Basic and diluted net loss per share		(0.50)
Class B Common Stock
Net loss		$ (1,915,209)	$ (975,673)
Weighted average shares outstanding		3,817,819
Basic and diluted net loss per share		(0.50)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLERS' EQUITY - USD ($)	Class A Common StockCommon Stock [Member]	Class A Common Stock	Common Class B [Member]Common Stock [Member]	Common Class B [Member]	Accumulated Deficit	Additional Paid-in Capital [Member]	Total
Balance at Jul. 31, 2020	$ 0		$ 0		$ 0	$ 0	$ 0
Balance (Shares) at Jul. 31, 2020	0		0
Issuance of common stock to sponsor	$ 0		$ 431		0	24,569	25,000
Issuance of common stock to Sponsor (in shares)	0		4,312,500
Excess of cash received over fair value of private placement warrants	$ 0		$ 0		0	1,076,250	1,076,250
Accretion on Class A common stock subject to possible redemption amount	0		0		(18,512,402)	(1,100,819)	(19,613,221)
Net loss	0		0		(2,958,534)	0	(2,958,534)
Balance at Dec. 31, 2020	$ 0		$ 431		(21,470,936)	$ 0	(21,470,505)
Balance (Shares) at Dec. 31, 2020	0		4,312,500
Net loss		$ (3,902,690)		$ (975,673)	(4,878,363)		(4,878,363)
Balance at Dec. 31, 2021			$ 431		$ (26,349,299)		$ (26,348,868)
Balance (Shares) at Dec. 31, 2021			4,312,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,958,534)	$ (4,878,363)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor under note payable	18,500
Income earned on investments held in Trust Account	(325)	(42,056)
Financing costs - derivative warrant liabilities	410,849
Change in fair value of derivative warrant liabilities	2,355,500	(387,750)
Changes in operating assets and liabilities:
Prepaid expenses	(509,248)
Accounts payable	61,811	2,674,461
Franchise tax payable	83,836	94,467
Net cash provided by operating activities	(537,611)	(1,129,345)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(175,950,000)
Net cash used in investing activities	(175,950,000)
Cash flows from financing activities:
Proceeds from note payable to related party	265,312
Repayment of note payable to related party	(400,000)
Proceeds received from initial public offering, gross.	172,500,000
Proceeds received from private placement	7,175,000
Offering costs paid, net of reimbursement from underwriters	(1,810,475)
Net cash provided by (used in) financing activities	177,729,837
Net increase in cash, cash equivalents, and restricted cash	1,242,226	(1,129,345)
Cash, cash equivalents, and restricted cash-beginning of year		1,242,226
Supplemental disclosure of noncash financing activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	25,000
Offering costs included in accounts payable and accrued expenses	70,000
Offering costs included in accrued expenses	70,000
Offering costs included in accounts payable	234,907
Offering costs included in note payable	116,188
Deferred underwriting commissions in connection with the initial public offering	$ 6,900,000
Class A Common Stock
Cash flows from financing activities:
Proceeds received from initial public offering, gross.		$ 172,500,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Nature of Business
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments made using cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from underwriters of approximately $1.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,175,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.	THAYER VENTURES ACQUISITION CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Organization, Business Operations and Basis of Presentation. Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on the proceeds derived from the IPO. The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from the underwriters of approximately $1.7 million. Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 7,175,000 warrants to purchase Class A common stock (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4). Upon the closing of the IPO and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the IPO, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar-for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting. Refer to the Company’s current report on Form 8-K, filed with the SEC on June 30, 2021, for more information. Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $113,000 outside of the Trust Account and a working capital deficit of approximately $3.8 million (not taking into account approximately $178,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the IPO, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	5 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 19, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity, recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and to calculate earnings per share by allocating income and losses pro rata for each class of common stock. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on December 21, 2020 (the “Post-IPO Balance Sheet”), and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 19, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021. The unaudited financial statements for the quarterly period ended September 30, 2021 already applied the updated classification of the Class A common stock subject to possible redemption. Please see Note 1, Note 3, Note 8 and Note 9, which have been updated to reflect the restatement of the financials contained in this Annual Report. The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO Balance Sheet resulted in a decrease of approximately $5.5 million in additional paid-in capital and an increase of approximately $18.5 million to accumulated deficit, as well as a reclassification of 2,355,182 shares of Class A common stock from permanent equity to temporary equity as presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated As of December 15, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 Total liabilities ​ $ 21,335,781 ​ $ — ​ $ 21,335,781 Class A common stock subject to possible redemption ​ 151,927,148 ​ 24,022,852 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 235 ​ (235) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 5,510,215 ​ (5,510,215) ​ — Accumulated deficit ​ (510,872) ​ (18,512,402) ​ (19,023,274) Total stockholders’ equity (deficit) ​ $ 5,000,009 ​ $ (24,022,852) ​ $ (19,022,843) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 Total liabilities ​ $ 23,222,304 ​ $ — ​ $ 23,222,304 Class A common stock subject to possible redemption ​ 149,479,490 ​ 26,470,510 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 260 ​ (260) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 7,957,848 ​ (7,957,848) ​ — Accumulated deficit ​ (2,958,534) ​ (18,512,402) ​ (21,470,936) Total stockholders’ equity (deficit) ​ $ 5,000,005 ​ $ (26,470,510) ​ $ (21,470,505) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from July 31, 2020 (inception) through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, 2020 (inception) through December 31, 2020 ​ As Restated Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A common stock subject to possible redemption ​ $ 165,443,398 ​ $ (165,443,398) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (15,963,908) ​ $ 15,963,908 ​ $ — ​ The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from July 31, 2020 (inception) through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class A Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 17,250,000 ​ (15,170,213) ​ 2,079,787 Basic and diluted earnings per share ​ $ 0.00 ​ $ (0.50) ​ $ (0.50) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class B Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 3,817,819 ​ 0 ​ 3,817,819 Basic and diluted earnings per share ​ $ (0.77) ​ $ 0.27 ​ $ (0.50) ​ In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred. The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Deferred Underwriting Commissions The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million and $40,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to potential income tax examinations by major taxing authorities. Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Initial Public Offering.
Initial Public Offering	Note 4 — Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).	Note 3. Initial Public Offering. On December 15, 2020, the Company consummated its IPO of 17,250,000 Units, including 2,250,000 Over- Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions_2

Related Party Transactions	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions
Related Party Transactions.	Note 5 — Related Party Transactions Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 30 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. No charges were incurred as of December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates.	Note 4. Related Party Transactions. Founder Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of the completion of the IPO or the date the Company determines not to conduct an IPO. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. Subsequent to repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. The Sponsor has waived fees under such agreement since the IPO, as such there were no charges incurred or accrued for as of December 31, 2021. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. For the year ended December 31, 2021, no charges were incurred or accrued.

Commitments and Contingencies_4

Commitments and Contingencies	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies.	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the Initial Public Offering, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights following the consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the IPO. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the IPO, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Derivative Warrant Liabilities.
Derivative Warrant Liabilities	Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 8,625,000 and 7,175,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.	Note 6. Derivative Warrant Liabilities. As of December 31, 2021 and 2020, the Company had 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: After the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $ 0.10 per share; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 8 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) ​ ​ Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to ​ possible redemption amount ​ 19,613,221 ​ ​ Class A common stock subject to possible redemption ​ $ 175,950,000 ​	Note 7. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 19,613,221 Class A common stock subject to possible redemption ​ $ 175,950,000 ​

Stockholders' Deficit

Stockholders' Deficit	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 9 — Stockholders’ Deficit Preferred Stock – Class A Common Stock — Class B Common Stock — outstanding Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one-to-one.	8. Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-to-one.

Fair Value Measurements

Fair Value Measurements	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 172,500,000 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities ​ $ — ​ $ — ​ $ 15,871,750 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from July 31, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model and Black-Scholes. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 As of December 31, 2020 ​ ​ Public and Private ​ ​ Public and Private Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ Volatility ​ 15.0 % ​ 15.0 % Stock price ​ $ 9.57 ​ ​ $ 9.98 ​ ​ ​ ​ ​ ​ Expected life of the options to convert ​ 6.54 ​ ​ 6.5 ​ Risk-free rate ​ 0.58 % ​ 0.58 % Dividend yield ​ 0.0 % ​ 0.0 % ​ The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants ​ 13,516,250 Change in fair value of derivative warrant liabilities ​ 2,355,500 Derivative warrant liabilities at December 31, 2020 ​ $ 15,871,750 ​	Note 9. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,992,381 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ 8,452,500 ​ $ — ​ $ — Derivative warrant liabilities (private) ​ $ — ​ $ 7,031,500 ​ $ — ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,950,325 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ — ​ $ — ​ $ 8,625,000 Derivative warrant liabilities (private) ​ $ — ​ $ — ​ $ 7,246,750 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in February 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of February 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021. Level 1 assets include investments in mutual funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants and Private Placement Warrants. For the year ended December 31, 2021, the Company recognized a non-operating gain resulting from a decrease in the fair value of liabilities of approximately $388,000, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: ​ ​ ​ ​ ​ ​ ​ At initial issuance Exercise price ​ $ 11.50 ​ Volatility ​ 15.4 % Stock price ​ $ 9.98 ​ Expected life of the options to convert ​ 6.54 ​ Risk-free rate ​ 0.58 % Dividend yield ​ 0.0 % ​ The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 ​ (8,625,000) Change in fair value of warrant liabilities ​ (2,870,000) Derivative warrant liabilities at March 31, 2021 ​ 4,376,750 Transfer of private warrant liabilities to Level 1 ​ (4,376,750) Change in fair value of warrant liabilities ​ — Derivative warrant liabilities at December 31, 2021 ​ $ — ​

Income Taxes_2

Income Taxes	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ December 31, 2020 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (40,359) State ​ — Valuation allowance ​ 40,359 Income tax provision ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, 2020 Deferred tax assets: ​ Net operating loss carryover ​ $ 17,537 Start-up/Organization costs ​ 22,822 Total deferred tax assets ​ 40,359 Valuation allowance ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ December 31,2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72) % Change in fair value of derivative warrant ​ liabilities (2.92) % Change in Valuation Allowance (1.4) % Income Taxes Benefit 0.0 % ​	Note 10. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Current ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (1,111,168) ​ (40,359) State ​ — ​ — Valuation allowance ​ 1,111,168 ​ 40,359 Income tax provision ​ $ — ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 5,630 ​ $ 17,537 Start-up/Organization costs ​ 1,105,538 ​ 22,822 Total deferred tax assets ​ 1,111,168 ​ 40,359 Valuation allowance ​ (1,111,168) ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Statutory Federal income tax rate 21.0 % ​ 21.0 % Financing cost - derivative warrant liabilities 0.0 % ​ (2.92) % Change in fair value of derivative warrant liabilities 1.67 % ​ (16.72) % Change in Valuation Allowance (22.7) % ​ (1.4) % Income Taxes Expense (Benefit) . 0.0 % ​ 0.0 % ​

Subsequent Events_2

Subsequent Events	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, including in Note 2—Restatement of Previously Issued Financial Statements, based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar- for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting.	Note 11. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020.
Investments held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Financial Instruments	Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements
Fair Value Measurements		Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes.	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred. The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.	Deferred Underwriting Commissions The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million and $40,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to potential income tax examinations by major taxing authorities.
Recent Adopted Accounting Standards	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Summary of restatement of balance sheet, statement of operations and cash flow statement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated As of December 15, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 Total liabilities ​ $ 21,335,781 ​ $ — ​ $ 21,335,781 Class A common stock subject to possible redemption ​ 151,927,148 ​ 24,022,852 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 235 ​ (235) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 5,510,215 ​ (5,510,215) ​ — Accumulated deficit ​ (510,872) ​ (18,512,402) ​ (19,023,274) Total stockholders’ equity (deficit) ​ $ 5,000,009 ​ $ (24,022,852) ​ $ (19,022,843) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 Total liabilities ​ $ 23,222,304 ​ $ — ​ $ 23,222,304 Class A common stock subject to possible redemption ​ 149,479,490 ​ 26,470,510 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 260 ​ (260) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 7,957,848 ​ (7,957,848) ​ — Accumulated deficit ​ (2,958,534) ​ (18,512,402) ​ (21,470,936) Total stockholders’ equity (deficit) ​ $ 5,000,005 ​ $ (26,470,510) ​ $ (21,470,505) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, 2020 (inception) through December 31, 2020 ​ As Restated Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A common stock subject to possible redemption ​ $ 165,443,398 ​ $ (165,443,398) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (15,963,908) ​ $ 15,963,908 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class A Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 17,250,000 ​ (15,170,213) ​ 2,079,787 Basic and diluted earnings per share ​ $ 0.00 ​ $ (0.50) ​ $ (0.50) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class B Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 3,817,819 ​ 0 ​ 3,817,819 Basic and diluted earnings per share ​ $ (0.77) ​ $ 0.27 ​ $ (0.50)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) ​ ​ Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to ​ possible redemption amount ​ 19,613,221 ​ ​ Class A common stock subject to possible redemption ​ $ 175,950,000	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 19,613,221 Class A common stock subject to possible redemption ​ $ 175,950,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Summary of fair value, measured on recurring basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 172,500,000 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities ​ $ — ​ $ — ​ $ 15,871,750	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,992,381 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ 8,452,500 ​ $ — ​ $ — Derivative warrant liabilities (private) ​ $ — ​ $ 7,031,500 ​ $ — ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,950,325 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ — ​ $ — ​ $ 8,625,000 Derivative warrant liabilities (private) ​ $ — ​ $ — ​ $ 7,246,750
Summary of quantitative information regarding fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 As of December 31, 2020 ​ ​ Public and Private ​ ​ Public and Private Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ Volatility ​ 15.0 % ​ 15.0 % Stock price ​ $ 9.57 ​ ​ $ 9.98 ​ ​ ​ ​ ​ ​ Expected life of the options to convert ​ 6.54 ​ ​ 6.5 ​ Risk-free rate ​ 0.58 % ​ 0.58 % Dividend yield ​ 0.0 % ​ 0.0 %	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: ​ ​ ​ ​ ​ ​ ​ At initial issuance Exercise price ​ $ 11.50 ​ Volatility ​ 15.4 % Stock price ​ $ 9.98 ​ Expected life of the options to convert ​ 6.54 ​ Risk-free rate ​ 0.58 % Dividend yield ​ 0.0 %
Summary of change in derivative warrant liabilities measured at fair value	The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants ​ 13,516,250 Change in fair value of derivative warrant liabilities ​ 2,355,500 Derivative warrant liabilities at December 31, 2020 ​ $ 15,871,750	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 ​ (8,625,000) Change in fair value of warrant liabilities ​ (2,870,000) Derivative warrant liabilities at March 31, 2021 ​ 4,376,750 Transfer of private warrant liabilities to Level 1 ​ (4,376,750) Change in fair value of warrant liabilities ​ — Derivative warrant liabilities at December 31, 2021 ​ $ —

Income Taxes (Tables)

Income Taxes (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense (benefit)	The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ December 31, 2020 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (40,359) State ​ — Valuation allowance ​ 40,359 Income tax provision ​ $ —	The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Current ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (1,111,168) ​ (40,359) State ​ — ​ — Valuation allowance ​ 1,111,168 ​ 40,359 Income tax provision ​ $ — ​ $ —
Schedule of deferred tax assets and liabilities	The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, 2020 Deferred tax assets: ​ Net operating loss carryover ​ $ 17,537 Start-up/Organization costs ​ 22,822 Total deferred tax assets ​ 40,359 Valuation allowance ​ (40,359) Deferred tax asset, net of allowance ​ $ —	The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 5,630 ​ $ 17,537 Start-up/Organization costs ​ 1,105,538 ​ 22,822 Total deferred tax assets ​ 1,111,168 ​ 40,359 Valuation allowance ​ (1,111,168) ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ $ —
Schedule of effective income tax rate reconciliation	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ December 31,2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72) % Change in fair value of derivative warrant ​ liabilities (2.92) % Change in Valuation Allowance (1.4) % Income Taxes Benefit 0.0 %	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Statutory Federal income tax rate 21.0 % ​ 21.0 % Financing cost - derivative warrant liabilities 0.0 % ​ (2.92) % Change in fair value of derivative warrant liabilities 1.67 % ​ (16.72) % Change in Valuation Allowance (22.7) % ​ (1.4) % Income Taxes Expense (Benefit) . 0.0 % ​ 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Nov. 08, 2020	Aug. 11, 2020
Shares issued during period new issues		17,250,000
Share price	$ 10.20	$ 10.20
Proceeds from initial public offering	$ 172,500,000	$ 172,500,000			$ 172,500,000
Proceeds from issuance of common stock		$ 176,000,000
Investment maturity period	185 days	185 days
Share redemption price per share				$ 10.20	$ 10.20	$ 10.20
Cash				$ 1,242,226	$ 1,242,226	$ 112,881
Working capital deficit				1,400,000	$ 1,400,000	$ 3,800,000
Issuance of common stock to sponsor				$ 25,000
Offering costs	$ 9,200,000	$ 9,200,000
Threshold percentage on fair market value of net assets held In trust account for business combination				80.00%	80.00%	80.00%
Threshold percentage on purchase of outstanding voting shares for business combination				50.00%	50.00%	50.00%
Net tangible assets required for business combination				$ 5,000,001	$ 5,000,001	$ 5,000,001
Maximum percentage of shares redeemed without prior consent from company				15.00%	15.00%
Maximum percentage of shares redeemed on non completion of business combination				100.00%	100.00%
Threshold number of days allowed to consummate business combination			18 months		18 months
Minimum interest on trust deposits eligible to pay dissolution expenses				$ 100,000	$ 100,000	100,000
Deferred underwriting expense	6,900,000	6,900,000
Underwriting commission reimbursement	$ 1,700,000	$ 1,700,000
Franchise tax payable				$ 83,836	$ 83,836	$ 178,303
Threshold business days for redemption of public shares					10 days
Private Placement Warrant [Member]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1	$ 1
Proceeds from issuance of warrants		$ 7,200,000
Sponsor [Member]
Issuance of common stock to sponsor					$ 25,000
Debt face amount							$ 400,000	$ 400,000
Sponsor [Member] | Private Placement Warrant [Member]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
IPO [Member]
Shares issued during period new issues	17,250,000	17,250,000
Share price	$ 10	$ 10
Maximum percentage of shares redeemed without prior consent from company						15.00%
Maximum percentage of shares redeemed on non completion of business combination						100.00%
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000	2,250,000
Private Placement [Member] | Sponsor [Member]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class A Common Stock
Share price				$ 0.10	$ 0.10
Proceeds from initial public offering						$ 172,500,000
Class A Common Stock | Private Placement Warrant [Member]
Warrants issued during the period		7,175,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Summary of Restatement of Balance Sheet ,Statement of Operations and Cash Flow Statement (Detail) - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 15, 2020	Jul. 31, 2020
Balance Sheet
Total assets	$ 177,701,799	$ 177,701,799	$ 176,264,114
Liabilities and Stockholders' Equity:
Total Liabilities	23,222,304	23,222,304	26,662,982
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(21,470,936)	(21,470,936)	(26,349,299)
Total stockholders' equity (deficit)	(21,470,505)	(21,470,505)	(26,348,868)		$ 0
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	177,701,799	177,701,799	176,264,114
Statement of Operations
Net loss	(2,958,534)	(2,958,534)	(4,878,363)
Class A Common Stock
Liabilities and Stockholders' Equity:
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000	175,950,000
Stockholders' Deficit:
Common stock
Statement of Operations
Net loss		$ (1,043,325)	(3,902,690)
Weighted average shares outstanding		2,079,787
Earning Per Share Basic And Diluted		(0.50)
Class B Common Stock
Stockholders' Deficit:
Common stock	431	$ 431	431
Statement of Operations
Net loss		$ (1,915,209)	$ (975,673)
Weighted average shares outstanding		3,817,819
Earning Per Share Basic And Diluted		(0.50)
Previously Reported [Member]
Balance Sheet
Total assets	177,701,799	$ 177,701,799		$ 178,262,938
Liabilities and Stockholders' Equity:
Total Liabilities	23,222,304	23,222,304		21,335,781
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	149,479,490	149,479,490		151,927,148
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	7,957,848	7,957,848		5,510,215
Accumulated deficit	(2,958,534)	(2,958,534)		(510,872)
Total stockholders' equity (deficit)	5,000,005	5,000,005		5,000,009
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	177,701,799	177,701,799		178,262,938
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption		165,443,398
Change in value of Class A common stock subject to possible redemption		(15,963,908)
Previously Reported [Member] | Class A Common Stock
Stockholders' Deficit:
Common stock	260	260		235
Statement of Operations
Net loss		$ (2,958,534)
Weighted average shares outstanding		17,250,000
Earning Per Share Basic And Diluted		0
Previously Reported [Member] | Class B Common Stock
Stockholders' Deficit:
Common stock	431	$ 431		431
Statement of Operations
Net loss		$ (2,958,534)
Weighted average shares outstanding		3,817,819
Earning Per Share Basic And Diluted		(0.77)
Adjustment [Member]
Balance Sheet
Total assets	0	$ 0		0
Liabilities and Stockholders' Equity:
Total Liabilities	0	0		0
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	26,470,510	26,470,510		24,022,852
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	(7,957,848)	(7,957,848)		(5,510,215)
Accumulated deficit	(18,512,402)	(18,512,402)		(18,512,402)
Total stockholders' equity (deficit)	(26,470,510)	(26,470,510)		(24,022,852)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	0	0		0
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption		(165,443,398)
Change in value of Class A common stock subject to possible redemption		15,963,908
Adjustment [Member] | Class A Common Stock
Stockholders' Deficit:
Common stock	(260)	(260)		(235)
Additional paid-in capital	5,500,000	5,500,000
Accumulated deficit	18,500,000	$ 18,500,000
Statement of Operations
Weighted average shares outstanding		(15,170,213)
Earning Per Share Basic And Diluted		(0.50)
Adjustment [Member] | Class B Common Stock
Stockholders' Deficit:
Common stock	0	$ 0		0
Statement of Operations
Weighted average shares outstanding		0
Earning Per Share Basic And Diluted		0.27
Restated Balance [Member]
Balance Sheet
Total assets	177,701,799	$ 177,701,799		178,262,938
Liabilities and Stockholders' Equity:
Total Liabilities	23,222,304	23,222,304		21,335,781
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000		175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	0	0		0
Accumulated deficit	(21,470,936)	(21,470,936)		(19,023,274)
Total stockholders' equity (deficit)	(21,470,505)	(21,470,505)		(19,022,843)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	177,701,799	177,701,799		178,262,938
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption		0
Change in value of Class A common stock subject to possible redemption		0
Restated Balance [Member] | Class A Common Stock
Stockholders' Deficit:
Common stock
Statement of Operations
Net loss		$ (2,958,534)
Weighted average shares outstanding		2,079,787
Earning Per Share Basic And Diluted		(0.50)
Restated Balance [Member] | Class B Common Stock
Stockholders' Deficit:
Common stock	$ 431	$ 431		$ 431
Statement of Operations
Net loss		$ (2,958,534)
Weighted average shares outstanding		3,817,819
Earning Per Share Basic And Diluted		(0.50)

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 15, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained Earnings (Accumulated Deficit)	$ (21,470,936)	$ (26,349,299)
Net tangible assets required for business combination	5,000,001	$ 5,000,001
Carrying Amounts Of Assets Or Liabilities	0
Revision of Prior Period, Reclassification, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid in Capital	(7,957,848)		$ (5,510,215)
Retained Earnings (Accumulated Deficit)	(18,512,402)		$ (18,512,402)
Class A Common Stock | Revision of Prior Period, Reclassification, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid in Capital	5,500,000
Retained Earnings (Accumulated Deficit)	$ 18,500,000
Reclassification From Permanent Equity TO Temporary Equity	2,355,182

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Detail) - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net loss	$ (2,958,534)	$ (2,958,534)	$ (4,878,363)
Common Class A [Member]
Numerator:
Allocation of net loss		$ (1,043,325)	(3,902,690)
Denominator:
Weighted Average Numbers Of Share Outstanding Basic And Diluted		2,079,787
Earning Per Share Basic And Diluted		(0.50)
Class B Common Stock
Numerator:
Allocation of net loss		$ (1,915,209)	$ (975,673)
Denominator:
Weighted Average Numbers Of Share Outstanding Basic And Diluted		3,817,819
Earning Per Share Basic And Diluted		(0.50)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 15, 2020
Federal deposit insurance corporation coverage limit	$ 250,000	$ 250,000	$ 250,000
Unrecognized tax benefits	0	0	0
Income tax penalties and interest accrued	$ 0	$ 0	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	15,800,000	15,800,000
Financing costs - derivative warrant liabilities	$ 410,849
cash equivalents	$ 0		$ 0
Common Class A [Member]
Common shares subject to redemption	17,250,000	17,250,000
IPO [Member]
Financing costs - derivative warrant liabilities	$ 400,000
IPO [Member] | Private Placement Warrants [Member]
Class of warrant or right,issued during the period				7,175,000
IPO [Member] | Public Warrants [Member]
Class of warrant or right,issued during the period	8,625,000		8,625,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021
Shares issued during period new issues		17,250,000
Share price	$ 10.20	$ 10.20
Proceeds from initial public offering	$ 172,500,000	$ 172,500,000	$ 172,500,000
Offering costs	9,200,000	9,200,000
Deferred underwriting expense	6,900,000	6,900,000
Underwriting commission reimbursement	$ 1,700,000	$ 1,700,000
Public Warrant [Member]
Description of class of warrant or right		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant
Class of warrant, exercise price		$ 11.50
Anchor Investors [Member]
Shares issued during period new issues		4,944,550
IPO [Member]
Shares issued during period new issues	17,250,000	17,250,000
Share price	$ 10	$ 10
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000	2,250,000
Class A Common Stock
Share price			$ 0.10
Proceeds from initial public offering				$ 172,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Aug. 13, 2020	Aug. 11, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Nov. 08, 2020	Oct. 27, 2020	Oct. 17, 2020	Sep. 30, 2020	Jul. 31, 2020
Related Party Transaction [Line Items]
Share price	$ 10.20	$ 10.20
Issuance of common stock to sponsor						$ 25,000
Common stock transfers restriction on number of days from the date of business combination							150 days
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Expenses incurred and paid					$ 0
Debt face amount					$ 1,500,000	$ 1,500,000	$ 1,500,000
Debt instrument, convertible conversion price					$ 1	$ 1	$ 1
Notes payable, related parties					$ 20,000	$ 20,000	$ 20,000
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants And Rights Outstanding Exercisable Term After Business Combination					30 days
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1	$ 1
Proceeds from issuance of warrants		$ 7,200,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Borrowings under the Working Capital					$ 0
Class B Common Stock
Related Party Transaction [Line Items]
Common stock, shares issued					4,312,500	4,312,500	4,312,500				4,312,500	4,312,500
Common stock, shares outstanding					4,312,500	4,312,500	4,312,500				4,312,500	4,312,500
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Common Class A [Member]
Related Party Transaction [Line Items]
Share price					$ 0.10	$ 0.10
Common stock, shares issued					2,595,148	2,595,148
Common stock, shares outstanding					2,595,148	2,595,148
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Common stock transfers restriction on number of days from the date of business combination					30 days
Common Class A [Member] | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000				$ 400,000
Issuance of common stock to sponsor					$ 25,000
Sponsor [Member] | Shares Subject to Forfeiture [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		562,500
Sponsor [Member] | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class of warrant, exercise price		$ 11.50
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued									4,312,500	4,312,500
Common stock, shares outstanding		562,500							4,312,500	4,312,500
Common stock, shares subscribed		562,500
Shares surrendered during the period									718,750	718,750
Percentage of founder shares to common stock outstanding after IPO		20.00%
Sponsor [Member] | Founder Shares [Member] | Independent Director [Member]
Related Party Transaction [Line Items]
Shares transferred during the period		25,000
Sponsor [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt face amount				400,000
Proceeds from related party debt				$ 400,000			$ 400,000
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class of warrant, exercise price		$ 11.50
Sponsor [Member] | Class B Common Stock | Founder Shares [Member]
Related Party Transaction [Line Items]
Related party transaction amounts of transaction			$ 25,000
Common stock, shares subscribed				5,031,250
Common stock, par value				$ 0.0001
Issuance of common stock to sponsor				$ 25,000
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Share price					$ 12	$ 12	$ 12
Common stock, transfers, threshold trading days					20 days		20 days
Common stock transfers restriction on number of days from the date of business combination					150 days
Common stock, transfers, threshold consecutive trading days					30 days		30 days

Commitments and Contingencies_5

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable		$ 6,900,000
Percentage of underwriting expense		1.00%
Underwriting commission reimbursement	$ 1,700,000	$ 1,700,000
Advisory services fee			$ 10,000
Deferred success cost			$ 50,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Under writing discount per unit		$ 0.20
IPO [Member] | Underwriting Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs		$ 3,450,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commission per unit		$ 0.40

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 25, 2020	Dec. 15, 2020	Sep. 30, 2020	Jul. 31, 2020
Share price			$ 10.20	$ 10.20
Common stock transfers restriction on number of days from the date of business combination		150 days
Event Triggering the Value of Warrants [Member]
Volume weighted average share price	$ 9.20	$ 9.20
Number of consecutive trading days for determining share price	20 days	20 days
Public Warrants [Member]
Class of warrant or right outstanding	8,625,000	8,625,000			8,625,000	8,625,000
Class of warrant or right redemption threshold consecutive trading days	30 days	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months	12 months
Class of warrant, exercise price	$ 11.50	$ 11.50
Class of warrants or rights term	5 years	5 years
Period of time for exercise of warrants on cashless basis	30 days
Private Placement Warrants [Member]
Class of warrant or right outstanding	7,175,000	7,175,000			7,175,000	7,175,000
Common Class A [Member]
Share price	$ 0.10
Common stock transfers restriction on number of days from the date of business combination	30 days
Percentage of gross proceeds from share issue for the purposes of business combination	50.00%	50.00%
Class of warrants or rights number of shares called by each warrant or right				1
Common Class A [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 10	$ 0.10
Percentage of warrants exercised on cashless basis		30.00%
Common Class A [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	18	$ 18
Common Class A [Member] | Event Triggering the Value of Warrants [Member]
Share price	$ 9.20	$ 9.20
Class of warrant or right adjustment to exercise price percentage.	115.00%	115.00%
Common Class A [Member] | Public Warrants [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering	15 days	15 days
Period of time for exercise of warrants on cashless basis	60 days
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption	10 days	10 days
Class of warrants or rights number of shares called by each warrant or right	0.361	0.361
Common Class A [Member] | Public Warrants [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 10	$ 10
Common Class A [Member] | Public Warrants [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	18	18
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price One [Member]
Share price that triggers warrant redemption	$ 10	$ 10
Share price that triggers warrant redemption percentage	100.00%	100.00%
Class of warrant or right, redemption price	$ 0.10	$ 0.10
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price Two [Member]
Share price that triggers warrant redemption	$ 18	$ 18
Share price that triggers warrant redemption percentage	180.00%	180.00%
Class of warrant or right, redemption price	$ 0.01	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Warrant instrument redemption threshold consecutive trading days	20 days	20 days
Warrant instrument redemption threshold trading days	30 days	30 days
Period during which registration statement shall be effective for warrant redemption	30 days	30 days

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Sep. 30, 2020	Jul. 31, 2020
Temporary Equity [Line Items]
Temporary Equity shares authorized	100,000,000	100,000,000
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity voting rights	one	one
Temporary equity shares outstanding	17,250,000	17,250,000	17,250,000	17,250,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Temporary Equity [Line Items]
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	$ 175,950,000	$ 175,950,000
Class A Common Stock
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	172,500,000
Fair value of Public Warrants at issuance	(7,417,500)	(7,417,500)
Offering costs allocated to Class A common stock subject to possible redemption	(8,745,721)	(8,745,721)
Accretion on Class A common stock subject to possible redemption amount	19,613,221	19,613,221
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	$ 175,950,000	$ 175,950,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Sep. 30, 2020	Jul. 31, 2020
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0	0	0
Number of shares on conversion for each share	1
Common stock, threshold percentage on conversion of shares	20.00%
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000	100,000,000
Temporary equity, shares issued	17,250,000	17,250,000	17,250,000	17,250,000
Common stock, shares issued	2,595,148
Common stock, shares outstanding	2,595,148
Common stock, threshold percentage on conversion of shares		20.00%
Common shares subject to redemption	17,250,000	17,250,000
Common stock shares outstanding subject to possible redemption	17,250,000
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account		$ 172,500,000
Liabilities:
Derivative warrant liabilities		0
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 8,452,500	0
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Investments held in Trust Account		0
Liabilities:
Derivative warrant liabilities		0
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	7,031,500	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Investments held in Trust Account		0
Liabilities:
Derivative warrant liabilities		15,871,750
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	8,625,000
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 0	$ 7,246,750

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares	Dec. 31, 2020	Dec. 15, 2020	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50	$ 11.50	$ 11.50
Volatility	15.00%	15.00%	15.40%
Stock price	$ 9.98	$ 9.57	$ 9.98
Expected life of the options to convert	6 years 6 months	6 years 6 months 14 days	6 years 6 months 14 days
Risk-free rate	0.58%	0.58%	0.58%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) - USD ($)	3 Months Ended	5 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	$ 15,871,750				$ 15,871,750
Change in fair value of warrant liabilities			$ 2,355,500		(387,750)
Derivative warrant liabilities, Ending balance		$ 15,871,750	15,871,750	$ 15,484,000	15,484,000
Derivative Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	15,871,750			4,376,750	15,871,750
Transfer of public warrant liabilities to Level 1	(8,625,000)	13,516,250
Change in fair value of warrant liabilities	(2,870,000)	2,355,500		0
Transfer of private warrant liabilities to Level 2				(4,376,750)
Derivative warrant liabilities, Ending balance	$ 4,376,750	$ 15,871,750	$ 15,871,750	$ 0	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Fair value assets transfers	$ 0	$ 0
Increase in fair value of liabilities		$ 388,000

Income Taxes - Schedule Of Comp

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

Income Taxes - Schedule Of Defe

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

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Unrecognised tax benefit of accrued interest and penalties	0	$ 0
Income tax expense	$ 0

Income Taxes - Schedule Of Effe

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory Federal income tax rate	21.00%	21.00%
Financing cost - derivative warrant liabilities	(16.72%)	1.67%
Change in fair value of derivative warrant liabilities	(2.92%)	0.00%
Change in Valuation Allowance	(1.40%)	(22.70%)
Income Taxes Benefit	0.00%	0.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Inspirato [Member] - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Business Combination, Consideration Transferred	$ 1,070	$ 1,070
Business Combination, Valuation adjusted upward	$ 20	20
Minimum
Subsequent Event [Line Items]
Business Combination, Integration Related Costs		$ 15

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Current assets:
Cash	$ 112,881	$ 1,242,226
Prepaid expenses	158,852	509,248
Total current assets	271,733	1,751,474
Investments held in Trust Account	175,992,381	175,950,325
Total assets	176,264,114	177,701,799
Current liabilities:
Accounts payable	2,971,179	296,718
Accrued expenses	1,129,500	70,000
Franchise tax payable	178,303	83,836
Total current Liabilities	4,278,982	450,554
Deferred underwriting commissions	6,900,000	6,900,000
Derivative warrant liabilities	15,484,000	15,871,750
Total liabilities	26,662,982	23,222,304
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(26,349,299)	(21,470,936)
Total members' deficit	(26,348,868)	(21,470,505)	$ 0
Total liabilities, temporary equity, and members' deficit	176,264,114	177,701,799
Restated Balance [Member]
Stockholders' Deficit:
Accumulated deficit		(21,470,936)
Class A
Current liabilities:
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020	175,950,000	175,950,000
Stockholders' Deficit:
Common stock
Class B
Stockholders' Deficit:
Common stock	$ 431	$ 431

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0
Common Class A Subject To Redemption
Temporary Equity, Redemption Price Per Share	$ 10.20	$ 10.20	$ 10.20	$ 10.20
Temporary Equity, Shares Issued	17,250,000	17,250,000	17,250,000	17,250,000
Temporary Equity, Shares Outstanding	14,654,852	14,654,852	14,654,852	14,654,852
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock
Temporary Equity, Shares Issued	17,250,000	17,250,000	17,250,000	17,250,000
Temporary Equity, Shares Outstanding	17,250,000	17,250,000	17,250,000	17,250,000
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000	100,000,000
Common stock, shares issued		2,595,148
Common stock, shares outstanding		2,595,148
Common stock shares issued	0	0	0	0
Common stock shares outstanding	0	0	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500

CONSOLIDATED STATEMENTS OF OP_3

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses		$ 108,674	$ 5,155,793
Franchise tax expenses		83,836	152,376
Loss from operations		(192,510)	(5,308,169)
Interest and investment income		325
Income earned on investments held in Trust Account		325	42,056
Financing costs - derivative warrant liabilities		(410,849)
Change in fair value of derivative warrant liabilities		(2,355,500)	387,750
Net loss	$ (2,958,534)	(2,958,534)	(4,878,363)
Class A
Net loss		$ (1,043,325)	$ (3,902,690)
Earnings Per Share, Diluted		$ (0.50)	$ (0.23)
Earnings Per Share, Basic		$ (0.50)	$ (0.23)
Weighted Average Number of Shares Outstanding, Basic		2,079,787	17,250,000
Weighted Average Number of Shares Outstanding, Diluted		2,079,787	17,250,000
Class B
Net loss		$ (1,915,209)	$ (975,673)
Earnings Per Share, Diluted		$ (0.50)	$ (0.23)
Earnings Per Share, Basic		$ (0.50)	$ (0.23)
Weighted Average Number of Shares Outstanding, Basic		3,817,819	4,312,500
Weighted Average Number of Shares Outstanding, Diluted		3,817,819	4,312,500

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common StockCommon Stock [Member]	Class A Common Stock	Common Class B [Member]Common Stock [Member]	Common Class B [Member]	Accumulated Deficit	Additional Paid-in Capital [Member]	Total
Balance at Jul. 31, 2020	$ 0		$ 0		$ 0	$ 0	$ 0
Balance (Shares) at Jul. 31, 2020	0		0
Issuance of common stock to sponsor	$ 0		$ 431		0	24,569	25,000
Issuance of common stock to Sponsor (Shares)	0		4,312,500
Excess cash received over the fair value of the private warrants	$ 0		$ 0		0	1,076,250	1,076,250
Accretion of Class A common stock subject to possible redemption	0		0		(18,512,402)	(1,100,819)	(19,613,221)
Net loss	0		0		(2,958,534)	0	(2,958,534)
Balance at Dec. 31, 2020	$ 0		$ 431		(21,470,936)	$ 0	(21,470,505)
Balance (Shares) at Dec. 31, 2020	0		4,312,500
Net loss		$ (3,902,690)		$ (975,673)	(4,878,363)		(4,878,363)
Balance at Dec. 31, 2021			$ 431		$ (26,349,299)		$ (26,348,868)
Balance (Shares) at Dec. 31, 2021			4,312,500

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,958,534)	$ (4,878,363)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on investments held in Trust Account	(325)	(42,056)
Financing costs - derivative warrant liabilities	410,849
Change in fair value of derivative warrant liabilities	2,355,500	(387,750)
General and administrative expenses paid by Sponsor under note payable	18,500
Changes in operating assets and liabilities:
Accounts payable	61,811	2,674,461
Accrued expenses		1,059,500
Franchise tax payable	83,836	94,467
Net cash provided by operating activities	(537,611)	(1,129,345)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(175,950,000)
Net cash used in investing activities	(175,950,000)
Cash flows from financing activities:
Prepaid expenses	(509,248)	350,396
Proceeds from note payable to related party	265,312
Repayment of note payable to related party	(400,000)
Proceeds received from initial public offering, gross.	172,500,000
Proceeds received from private placement	7,175,000
Offering costs paid, net of reimbursement from underwriters	(1,810,475)
Net cash provided by (used in) financing activities	177,729,837
Net increase in cash, cash equivalents, and restricted cash	1,242,226	(1,129,345)
Cash, cash equivalents, and restricted cash-beginning of year		1,242,226
Supplemental disclosure of noncash financing activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	25,000
Offering costs included in accrued expenses	70,000
Offering costs included in accrued expenses and accounts payable	70,000
Offering costs included in accounts payable	234,907
Offering costs included in note payable	116,188
Deferred underwriting commissions in connection with initial public offering	$ 6,900,000
Class A Common Stock
Cash flows from financing activities:
Proceeds received from initial public offering, gross.		$ 172,500,000

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation.	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Nature of Business
Description of Organization, Business Operations and Basis of Presentation.	Note 1 — Description of Organization, Business Operations and Basis of Presentation Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments made using cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from underwriters of approximately $1.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,175,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.	THAYER VENTURES ACQUISITION CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Organization, Business Operations and Basis of Presentation. Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on the proceeds derived from the IPO. The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from the underwriters of approximately $1.7 million. Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 7,175,000 warrants to purchase Class A common stock (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4). Upon the closing of the IPO and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the IPO, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar-for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting. Refer to the Company’s current report on Form 8-K, filed with the SEC on June 30, 2021, for more information. Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $113,000 outside of the Trust Account and a working capital deficit of approximately $3.8 million (not taking into account approximately $178,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the IPO, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Significant Accounting Polici_9

Significant Accounting Policies	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred. The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Deferred Underwriting Commissions The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50) ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million and $40,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to potential income tax examinations by major taxing authorities. Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Initial Public Offering.

Initial Public Offering.	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Initial Public Offering.
Initial Public Offering.	Note 4 — Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).	Note 3. Initial Public Offering. On December 15, 2020, the Company consummated its IPO of 17,250,000 Units, including 2,250,000 Over- Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions.

Related Party Transactions.	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions
Related Party Transactions.	Note 5 — Related Party Transactions Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 30 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. No charges were incurred as of December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates.	Note 4. Related Party Transactions. Founder Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of the completion of the IPO or the date the Company determines not to conduct an IPO. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full. Subsequent to repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. The Sponsor has waived fees under such agreement since the IPO, as such there were no charges incurred or accrued for as of December 31, 2021. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. For the year ended December 31, 2021, no charges were incurred or accrued.

Commitments and Contingencies.

Commitments and Contingencies.	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies.	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the Initial Public Offering, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights following the consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the IPO. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the IPO, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination.

Derivative Warrant Liabilities.

Derivative Warrant Liabilities.	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Derivative Warrant Liabilities.
Derivative Warrant Liabilities.	Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 8,625,000 and 7,175,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.	Note 6. Derivative Warrant Liabilities. As of December 31, 2021 and 2020, the Company had 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: After the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $ 0.10 per share; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject _5

Class A Common Stock Subject to Possible Redemption	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 8 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) ​ ​ Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to ​ possible redemption amount ​ 19,613,221 ​ ​ Class A common stock subject to possible redemption ​ $ 175,950,000 ​	Note 7. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 19,613,221 Class A common stock subject to possible redemption ​ $ 175,950,000 ​

Stockholder's Deficit

Stockholder's Deficit	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Stockholders' Deficit
Stockholder's Deficit	Note 9 — Stockholders’ Deficit Preferred Stock – Class A Common Stock — Class B Common Stock — outstanding Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one-to-one.	8. Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-to-one.

Fair Value Measurements.

Fair Value Measurements.	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Fair Value Measurements.	Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 172,500,000 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities ​ $ — ​ $ — ​ $ 15,871,750 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from July 31, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model and Black-Scholes. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 As of December 31, 2020 ​ ​ Public and Private ​ ​ Public and Private Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ Volatility ​ 15.0 % ​ 15.0 % Stock price ​ $ 9.57 ​ ​ $ 9.98 ​ ​ ​ ​ ​ ​ Expected life of the options to convert ​ 6.54 ​ ​ 6.5 ​ Risk-free rate ​ 0.58 % ​ 0.58 % Dividend yield ​ 0.0 % ​ 0.0 % ​ The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants ​ 13,516,250 Change in fair value of derivative warrant liabilities ​ 2,355,500 Derivative warrant liabilities at December 31, 2020 ​ $ 15,871,750 ​	Note 9. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,992,381 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ 8,452,500 ​ $ — ​ $ — Derivative warrant liabilities (private) ​ $ — ​ $ 7,031,500 ​ $ — ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,950,325 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ — ​ $ — ​ $ 8,625,000 Derivative warrant liabilities (private) ​ $ — ​ $ — ​ $ 7,246,750 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in February 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of February 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021. Level 1 assets include investments in mutual funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants and Private Placement Warrants. For the year ended December 31, 2021, the Company recognized a non-operating gain resulting from a decrease in the fair value of liabilities of approximately $388,000, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: ​ ​ ​ ​ ​ ​ ​ At initial issuance Exercise price ​ $ 11.50 ​ Volatility ​ 15.4 % Stock price ​ $ 9.98 ​ Expected life of the options to convert ​ 6.54 ​ Risk-free rate ​ 0.58 % Dividend yield ​ 0.0 % ​ The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 ​ (8,625,000) Change in fair value of warrant liabilities ​ (2,870,000) Derivative warrant liabilities at March 31, 2021 ​ 4,376,750 Transfer of private warrant liabilities to Level 1 ​ (4,376,750) Change in fair value of warrant liabilities ​ — Derivative warrant liabilities at December 31, 2021 ​ $ — ​

Income Taxes_2_3

Income Taxes	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ December 31, 2020 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (40,359) State ​ — Valuation allowance ​ 40,359 Income tax provision ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, 2020 Deferred tax assets: ​ Net operating loss carryover ​ $ 17,537 Start-up/Organization costs ​ 22,822 Total deferred tax assets ​ 40,359 Valuation allowance ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ December 31,2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72) % Change in fair value of derivative warrant ​ liabilities (2.92) % Change in Valuation Allowance (1.4) % Income Taxes Benefit 0.0 % ​	Note 10. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from July 31, 2020 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Current ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (1,111,168) ​ (40,359) State ​ — ​ — Valuation allowance ​ 1,111,168 ​ 40,359 Income tax provision ​ $ — ​ $ — ​ The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 5,630 ​ $ 17,537 Start-up/Organization costs ​ 1,105,538 ​ 22,822 Total deferred tax assets ​ 1,111,168 ​ 40,359 Valuation allowance ​ (1,111,168) ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ $ — ​ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Statutory Federal income tax rate 21.0 % ​ 21.0 % Financing cost - derivative warrant liabilities 0.0 % ​ (2.92) % Change in fair value of derivative warrant liabilities 1.67 % ​ (16.72) % Change in Valuation Allowance (22.7) % ​ (1.4) % Income Taxes Expense (Benefit) . 0.0 % ​ 0.0 % ​

Subsequent Events_2_3

Subsequent Events	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, including in Note 2—Restatement of Previously Issued Financial Statements, based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar- for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting.	Note 11. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Significant Accounting Polic_10

Significant Accounting Policies (Policies)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020.
Fair Value of Financial Instruments	Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements
Fair Value Measurements		Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,175,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes.	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred. The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The initial fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model and the Private Placement Warrants were estimated using Black-Scholes. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Deferred Underwriting Commissions	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.	Deferred Underwriting Commissions The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $1.1 million and $40,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to potential income tax examinations by major taxing authorities.
Recent Adopted Accounting Standards	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic Convertible Instruments and Contracts in an Entity’s Own Equity Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation. (Tables)	5 Months Ended
	Dec. 31, 2020
Nature of Business
Schedule of Error Corrections and Prior Period Adjustments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated As of December 15, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 Total liabilities ​ $ 21,335,781 ​ $ — ​ $ 21,335,781 Class A common stock subject to possible redemption ​ 151,927,148 ​ 24,022,852 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 235 ​ (235) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 5,510,215 ​ (5,510,215) ​ — Accumulated deficit ​ (510,872) ​ (18,512,402) ​ (19,023,274) Total stockholders’ equity (deficit) ​ $ 5,000,009 ​ $ (24,022,852) ​ $ (19,022,843) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 178,262,938 ​ $ — ​ $ 178,262,938 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 Total liabilities ​ $ 23,222,304 ​ $ — ​ $ 23,222,304 Class A common stock subject to possible redemption ​ 149,479,490 ​ 26,470,510 ​ 175,950,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 260 ​ (260) ​ — Class B common stock ​ 431 ​ — ​ 431 Additional paid-in capital ​ 7,957,848 ​ (7,957,848) ​ — Accumulated deficit ​ (2,958,534) ​ (18,512,402) ​ (21,470,936) Total stockholders’ equity (deficit) ​ $ 5,000,005 ​ $ (26,470,510) ​ $ (21,470,505) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 177,701,799 ​ $ — ​ $ 177,701,799 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, 2020 (inception) through December 31, 2020 ​ As Restated Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A common stock subject to possible redemption ​ $ 165,443,398 ​ $ (165,443,398) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (15,963,908) ​ $ 15,963,908 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class A Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 17,250,000 ​ (15,170,213) ​ 2,079,787 Basic and diluted earnings per share ​ $ 0.00 ​ $ (0.50) ​ $ (0.50) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share for Class B Common Stock ​ As Previously Reported Adjustment As Restated For the Period from July 31, 2020 (inception) through December 31, 2020 ​ ​ ​ Net loss ​ $ (2,958,534) ​ $ — ​ $ (2,958,534) Weighted average shares outstanding ​ 3,817,819 ​ 0 ​ 3,817,819 Basic and diluted earnings per share ​ $ (0.77) ​ $ 0.27 ​ $ (0.50)

Significant Accounting Polic_11

Significant Accounting Policies (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Period From July 31, 2020 (Inception) through December 31, 2020 ​ Class A Class B Basic and diluted net loss per common stock: ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ Basic and diluted weighted average common stock outstanding ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.50) ​ $ (0.50)	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from July 31, ​ ​ For the Year Ended ​ 2020 (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (3,902,690) ​ $ (975,673) ​ $ (1,043,325) ​ $ (1,915,209) Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 17,250,000 ​ 4,312,500 ​ 2,079,787 ​ 3,817,819 Basic and diluted net loss per common stock ​ $ (0.23) ​ $ (0.23) ​ $ (0.50) ​ $ (0.50)

Class A Common Stock Subject _6

Class A Common Stock Subject to Possible Redemption (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) ​ ​ Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to ​ possible redemption amount ​ 19,613,221 ​ ​ Class A common stock subject to possible redemption ​ $ 175,950,000	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 172,500,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,417,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (8,745,721) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 19,613,221 Class A common stock subject to possible redemption ​ $ 175,950,000

Fair Value Measurements. (Table

Fair Value Measurements. (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Summary of fair value, measured on recurring basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 172,500,000 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities ​ $ — ​ $ — ​ $ 15,871,750	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,992,381 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ 8,452,500 ​ $ — ​ $ — Derivative warrant liabilities (private) ​ $ — ​ $ 7,031,500 ​ $ — ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Active Significant Other Significant Other ​ ​ Markets ​ Observable Inputs ​ Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 175,950,325 ​ $ — ​ $ — Liabilities: ​ ​ ​ Derivative warrant liabilities (public) ​ $ — ​ $ — ​ $ 8,625,000 Derivative warrant liabilities (private) ​ $ — ​ $ — ​ $ 7,246,750
Summary of quantitative information regarding fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 As of December 31, 2020 ​ ​ Public and Private ​ ​ Public and Private Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ Volatility ​ 15.0 % ​ 15.0 % Stock price ​ $ 9.57 ​ ​ $ 9.98 ​ ​ ​ ​ ​ ​ Expected life of the options to convert ​ 6.54 ​ ​ 6.5 ​ Risk-free rate ​ 0.58 % ​ 0.58 % Dividend yield ​ 0.0 % ​ 0.0 %	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: ​ ​ ​ ​ ​ ​ ​ At initial issuance Exercise price ​ $ 11.50 ​ Volatility ​ 15.4 % Stock price ​ $ 9.98 ​ Expected life of the options to convert ​ 6.54 ​ Risk-free rate ​ 0.58 % Dividend yield ​ 0.0 %
Summary of change in derivative warrant liabilities measured at fair value	The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants ​ 13,516,250 Change in fair value of derivative warrant liabilities ​ 2,355,500 Derivative warrant liabilities at December 31, 2020 ​ $ 15,871,750	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 ​ (8,625,000) Change in fair value of warrant liabilities ​ (2,870,000) Derivative warrant liabilities at March 31, 2021 ​ 4,376,750 Transfer of private warrant liabilities to Level 1 ​ (4,376,750) Change in fair value of warrant liabilities ​ — Derivative warrant liabilities at December 31, 2021 ​ $ —

Income Taxes (Tables)_2

Income Taxes (Tables)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense (benefit)	The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ December 31, 2020 Current ​ ​ ​ Federal ​ $ — State ​ — Deferred ​ ​ ​ Federal ​ (40,359) State ​ — Valuation allowance ​ 40,359 Income tax provision ​ $ —	The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Current ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (1,111,168) ​ (40,359) State ​ — ​ — Valuation allowance ​ 1,111,168 ​ 40,359 Income tax provision ​ $ — ​ $ —
Schedule of deferred tax assets and liabilities	The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, 2020 Deferred tax assets: ​ Net operating loss carryover ​ $ 17,537 Start-up/Organization costs ​ 22,822 Total deferred tax assets ​ 40,359 Valuation allowance ​ (40,359) Deferred tax asset, net of allowance ​ $ —	The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 5,630 ​ $ 17,537 Start-up/Organization costs ​ 1,105,538 ​ 22,822 Total deferred tax assets ​ 1,111,168 ​ 40,359 Valuation allowance ​ (1,111,168) ​ (40,359) Deferred tax asset, net of allowance ​ $ — ​ $ —
Schedule of effective income tax rate reconciliation	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ December 31,2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72) % Change in fair value of derivative warrant ​ liabilities (2.92) % Change in Valuation Allowance (1.4) % Income Taxes Benefit 0.0 %	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Statutory Federal income tax rate 21.0 % ​ 21.0 % Financing cost - derivative warrant liabilities 0.0 % ​ (2.92) % Change in fair value of derivative warrant liabilities 1.67 % ​ (16.72) % Change in Valuation Allowance (22.7) % ​ (1.4) % Income Taxes Expense (Benefit) . 0.0 % ​ 0.0 %

Description of Organization, _5

Description of Organization, Business Operations and Basis of Presentation. - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Dec. 25, 2020	Dec. 15, 2020	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Nov. 08, 2020	Aug. 11, 2020
Shares issued during period new issues			17,250,000
Share price		$ 10.20	$ 10.20
Proceeds from initial public offering		$ 172,500,000	$ 172,500,000			$ 172,500,000
Proceeds from issuance of common stock			$ 176,000,000
Investment maturity period		185 days	185 days
Share redemption price per share					$ 10.20	$ 10.20	$ 10.20
Cash					$ 1,242,226	$ 1,242,226	$ 112,881
Working capital deficit					1,400,000	$ 1,400,000	$ 3,800,000
Issuance of common stock to sponsor					$ 25,000
Offering costs		$ 9,200,000	$ 9,200,000
Threshold percentage on fair market value of net assets held In trust account for business combination					80.00%	80.00%	80.00%
Threshold percentage on purchase of outstanding voting shares for business combination					50.00%	50.00%	50.00%
Net tangible assets required for business combination					$ 5,000,001	$ 5,000,001	$ 5,000,001
Maximum percentage of shares redeemed without prior consent from company					15.00%	15.00%
Maximum percentage of shares redeemed on non completion of business combination					100.00%	100.00%
Threshold number of days allowed to consummate business combination				18 months		18 months
Minimum interest on trust deposits eligible to pay dissolution expenses					$ 100,000	$ 100,000	100,000
Deferred underwriting expense		6,900,000	6,900,000
Underwriting commission reimbursement		$ 1,700,000	$ 1,700,000
Franchise tax payable					$ 83,836	83,836	178,303
Inspirato [Member]
Business Combination, Consideration Transferred	$ 1,070,000,000						1,070,000,000
Business Combination, Valuation adjusted upward	$ 20,000,000						20,000,000
Private Placement Warrant [Member]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1	$ 1
Proceeds from issuance of warrants			$ 7,200,000
Sponsor [Member]
Issuance of common stock to sponsor						$ 25,000
Debt face amount								$ 400,000	$ 400,000
Sponsor [Member] | Private Placement Warrant [Member]
Warrants issued during the period			7,175,000
Warrants issued price per warrant			$ 1
Proceeds from issuance of warrants			$ 7,200,000
Minimum | Inspirato [Member]
Business Combination, Integration Related Costs							$ 15,000,000
IPO [Member]
Shares issued during period new issues		17,250,000	17,250,000
Share price		$ 10	$ 10
Maximum percentage of shares redeemed without prior consent from company							15.00%
Maximum percentage of shares redeemed on non completion of business combination							100.00%
Over-Allotment Option [Member]
Shares issued during period new issues		2,250,000	2,250,000
Private Placement [Member] | Sponsor [Member]
Warrants issued during the period			7,175,000
Warrants issued price per warrant			$ 1
Proceeds from issuance of warrants			$ 7,200,000
Class A Common Stock
Share price					$ 0.10	$ 0.10
Proceeds from initial public offering							$ 172,500,000
Class A Common Stock | Private Placement Warrant [Member]
Warrants issued during the period			7,175,000

Significant Accounting Polic_12

Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Detail) - USD ($)	5 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net loss	$ (2,958,534)	$ (2,958,534)	$ (4,878,363)
Class A
Numerator:
Allocation of net loss		$ (1,043,325)	$ (3,902,690)
Denominator:
Earnings Per Share, Diluted		$ (0.50)	$ (0.23)
Weighted Average Number of Shares Outstanding, Diluted		2,079,787	17,250,000
Weighted Average Number of Shares Outstanding, Basic		2,079,787	17,250,000
Earnings Per Share, Basic		$ (0.50)	$ (0.23)
Class B
Numerator:
Allocation of net loss		$ (1,915,209)	$ (975,673)
Denominator:
Earnings Per Share, Diluted		$ (0.50)	$ (0.23)
Weighted Average Number of Shares Outstanding, Diluted		3,817,819	4,312,500
Weighted Average Number of Shares Outstanding, Basic		3,817,819	4,312,500
Earnings Per Share, Basic		$ (0.50)	$ (0.23)

Significant Accounting Polic_13

Significant Accounting Policies - Additional Information (Detail) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Federal deposit insurance corporation coverage limit	$ 250,000	$ 250,000	$ 250,000
Unrecognized tax benefits	0	0	0
Income tax penalties and interest accrued	$ 0	$ 0	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	15,800,000	15,800,000
Deferred tax assets	$ 40,359	$ 1,111,168	$ 40,359
Class A
Common shares subject to redemption	17,250,000	17,250,000

Initial Public Offering. - Addi

Initial Public Offering. - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021
Shares issued during period new issues		17,250,000
Share price	$ 10.20	$ 10.20
Proceeds from initial public offering	$ 172,500,000	$ 172,500,000	$ 172,500,000
Offering costs	9,200,000	9,200,000
Deferred underwriting expense	6,900,000	6,900,000
Underwriting commission reimbursement	$ 1,700,000	$ 1,700,000
Public Warrant [Member]
Description of class of warrant or right		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant
Class of warrant, exercise price		$ 11.50
Anchor Investors [Member]
Shares issued during period new issues		4,944,550
IPO [Member]
Shares issued during period new issues	17,250,000	17,250,000
Share price	$ 10	$ 10
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000	2,250,000
Class A Common Stock
Share price			$ 0.10
Proceeds from initial public offering				$ 172,500,000
Number of securities called by each warrant		1

Related Party Transactions. - A

Related Party Transactions. - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Aug. 13, 2020	Aug. 11, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Nov. 08, 2020	Oct. 27, 2020	Oct. 17, 2020	Sep. 30, 2020	Jul. 31, 2020
Related Party Transaction [Line Items]
Share price	$ 10.20	$ 10.20
Issuance of common stock to sponsor						$ 25,000
Common stock transfers restriction on number of days from the date of business combination							150 days
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount					$ 1,500,000	$ 1,500,000	$ 1,500,000
Debt instrument, convertible conversion price					$ 1	$ 1	$ 1
Notes payable, related parties					$ 20,000	$ 20,000	$ 20,000
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1	$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class B
Related Party Transaction [Line Items]
Common stock, shares issued					4,312,500	4,312,500	4,312,500				4,312,500	4,312,500
Common stock, shares outstanding					4,312,500	4,312,500	4,312,500				4,312,500	4,312,500
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Class A
Related Party Transaction [Line Items]
Share price					$ 0.10	$ 0.10
Common stock, shares issued					2,595,148	2,595,148
Common stock, shares outstanding					2,595,148	2,595,148
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Common stock transfers restriction on number of days from the date of business combination					30 days
Class A | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000				$ 400,000
Issuance of common stock to sponsor					$ 25,000
Sponsor [Member] | Shares Subject to Forfeiture [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		562,500
Sponsor [Member] | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class of warrant, exercise price		$ 11.50
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued									4,312,500	4,312,500
Common stock, shares outstanding		562,500							4,312,500	4,312,500
Common stock, shares subscribed		562,500
Shares surrendered during the period									718,750	718,750
Percentage of founder shares to common stock outstanding after IPO		20.00%
Sponsor [Member] | Founder Shares [Member] | Independent Director [Member]
Related Party Transaction [Line Items]
Shares transferred during the period		25,000
Sponsor [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt face amount				400,000
Proceeds from related party debt				$ 400,000			$ 400,000
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Warrants issued during the period		7,175,000
Warrants issued price per warrant		$ 1
Proceeds from issuance of warrants		$ 7,200,000
Class of warrant, exercise price		$ 11.50
Sponsor [Member] | Class B | Founder Shares [Member]
Related Party Transaction [Line Items]
Related party transaction amounts of transaction			$ 25,000
Common stock, shares subscribed				5,031,250
Common stock, par value				$ 0.0001
Issuance of common stock to sponsor				$ 25,000
Sponsor [Member] | Class A | Share Price Equals or Exceeds $12.00 Per Share [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Share price					$ 12	$ 12	$ 12
Common stock, transfers, threshold trading days					20 days		20 days
Common stock transfers restriction on number of days from the date of business combination					150 days
Common stock, transfers, threshold consecutive trading days					30 days		30 days

Commitments and Contingencies.

Commitments and Contingencies. - Additional Information (Detail) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable		$ 6,900,000
Percentage of underwriting expense		1.00%
Underwriting commission reimbursement	$ 1,700,000	$ 1,700,000
Advisory services fee			$ 10,000
Deferred success cost			$ 50,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Under writing discount per unit		$ 0.20
IPO [Member] | Underwriting Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs		$ 3,450,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commission per unit		$ 0.40

Derivative Warrant Liabilitie_2

Derivative Warrant Liabilities. - Additional Information (Detail) - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 25, 2020	Dec. 15, 2020	Sep. 30, 2020	Jul. 31, 2020
Share price			$ 10.20	$ 10.20
Event Triggering the Value of Warrants [Member]
Volume weighted average share price	$ 9.20	$ 9.20
Number of consecutive trading days for determining share price	20 days	20 days
Public Warrants [Member]
Class of warrant or right outstanding	8,625,000	8,625,000			8,625,000	8,625,000
Class of warrant or right redemption threshold consecutive trading days	30 days	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months	12 months
Class of warrant, exercise price	$ 11.50	$ 11.50
Class of warrants or rights term	5 years	5 years
Private Placement Warrants [Member]
Class of warrant or right outstanding	7,175,000	7,175,000			7,175,000	7,175,000
Class A
Share price	$ 0.10
Percentage of gross proceeds from share issue for the purposes of business combination	50.00%	50.00%
Class of warrants or rights number of shares called by each warrant or right				1
Class A | Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 10	$ 0.10
Percentage of warrants exercised on cashless basis		30.00%
Class A | Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	18	$ 18
Class A | Event Triggering the Value of Warrants [Member]
Share price	$ 9.20	$ 9.20
Class of warrant or right adjustment to exercise price percentage.	115.00%	115.00%
Class A | Public Warrants [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering	15 days	15 days
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption	10 days	10 days
Class of warrants or rights number of shares called by each warrant or right	0.361	0.361
Class A | Public Warrants [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price	$ 10	$ 10
Class A | Public Warrants [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price	18	18
Class A | Public Warrants [Member] | Share Trigger Price One [Member]
Share price that triggers warrant redemption	$ 10	$ 10
Share price that triggers warrant redemption percentage	100.00%	100.00%
Class of warrant or right, redemption price	$ 0.10	$ 0.10
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Class A | Public Warrants [Member] | Share Trigger Price Two [Member]
Share price that triggers warrant redemption	$ 18	$ 18
Share price that triggers warrant redemption percentage	180.00%	180.00%
Class of warrant or right, redemption price	$ 0.01	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Warrant instrument redemption threshold consecutive trading days	20 days	20 days
Warrant instrument redemption threshold trading days	30 days	30 days
Period during which registration statement shall be effective for warrant redemption	30 days	30 days

Class A Common Stock Subject _7

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Sep. 30, 2020	Jul. 31, 2020
Temporary Equity [Line Items]
Temporary Equity shares authorized	100,000,000	100,000,000
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity voting rights	one	one
Temporary equity shares outstanding	17,250,000	17,250,000	17,250,000	17,250,000

Class A Common Stock Subject _8

Class A Common Stock Subject to Possible Redemption - Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet (Details) - USD ($)	Dec. 25, 2020	Dec. 15, 2020	Dec. 31, 2020	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 172,500,000	$ 172,500,000	$ 172,500,000
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020			175,950,000	$ 175,950,000
Class A Common Stock
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering				172,500,000
Fair value of Public Warrants at issuance			(7,417,500)	(7,417,500)
Offering costs allocated to Class A common stock subject to possible redemption			(8,745,721)	(8,745,721)
Accretion on Class A common stock subject to possible redemption amount			19,613,221	19,613,221
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.20 per share at December 31, 2021 and 2020			$ 175,950,000	$ 175,950,000

Stockholder's Deficit - Additio

Stockholder's Deficit - Additional Information (Detail) - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Sep. 30, 2020	Jul. 31, 2020
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock shares issued	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0
Common stock, threshold percentage on conversion of shares	20.00%
Class A
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000	100,000,000
Temporary equity, shares issued	17,250,000	17,250,000	17,250,000	17,250,000
Temporary equity shares outstanding	17,250,000	17,250,000	17,250,000	17,250,000
Common stock, shares issued	2,595,148
Common stock, shares outstanding	2,595,148
Common stock, threshold percentage on conversion of shares		20.00%
Common shares subject to redemption	17,250,000	17,250,000
Common stock shares outstanding subject to possible redemption	17,250,000
Class B
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500

Fair Value Measurements. - Summ

Fair Value Measurements. - Summary Of Fair Value, Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account	$ 175,992,381	$ 175,950,325
Liabilities:
Derivative warrant liabilities		0
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	8,452,500	0
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Investments held in Trust Account	0	0
Liabilities:
Derivative warrant liabilities		0
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	7,031,500	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Investments held in Trust Account	0	0
Liabilities:
Derivative warrant liabilities		15,871,750
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	8,625,000
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 0	$ 7,246,750

Fair Value Measurements. - Su_2

Fair Value Measurements. - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares	Dec. 31, 2020	Dec. 15, 2020	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50	$ 11.50	$ 11.50
Volatility	15.00%	15.00%	15.40%
Stock price	$ 9.98	$ 9.57	$ 9.98
Expected life of the options to convert	6 years 6 months	6 years 6 months 14 days	6 years 6 months 14 days
Risk-free rate	0.58%	0.58%	0.58%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements. - Su_3

Fair Value Measurements. - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) - USD ($)	3 Months Ended	5 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	$ 15,871,750				$ 15,871,750
Change in fair value of warrant liabilities			$ 2,355,500		(387,750)
Derivative warrant liabilities, Ending balance		$ 15,871,750	15,871,750	$ 15,484,000	15,484,000
Derivative Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	15,871,750			4,376,750	15,871,750
Transfer of public warrant liabilities to Level 1	(8,625,000)	13,516,250
Change in fair value of warrant liabilities	(2,870,000)	2,355,500		0
Transfer of private warrant liabilities to Level 2				(4,376,750)
Derivative warrant liabilities, Ending balance	$ 4,376,750	$ 15,871,750	$ 15,871,750	$ 0	$ 0

Fair Value Measurements. - Addi

Fair Value Measurements. - Additional Information (Detail) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements.
Fair value assets transfers	$ 0	$ 0
Decrease in the fair value		$ 388,000

Income Taxes - Schedule Of Co_2

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

Income Taxes - Schedule Of De_2

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

Income Taxes - Additional Inf_2

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

Income Taxes - Schedule Of Ef_2

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory Federal income tax rate	21.00%	21.00%
Financing cost - derivative warrant liabilities	(2.92%)	0.00%
Change in fair value of derivative warrant liabilities	(16.72%)	1.67%
Change in Valuation Allowance	(1.40%)	(22.70%)
Income Taxes Benefit	0.00%	0.00%