Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Thayer Ventures Acquisition Corp |
Entity Central Index Key | 0001820566 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 396,362 | $ 1,242,226 |
Prepaid expenses | 258,173 | 509,248 |
Total current assets | 654,535 | 1,751,474 |
Investments held in Trust Account | 175,987,897 | 175,950,325 |
Total assets | 176,642,432 | 177,701,799 |
Current liabilities: | ||
Accounts payable | 509,426 | 296,718 |
Accrued expenses | 71,500 | 70,000 |
Franchise tax payable | 173,872 | 83,836 |
Total current liabilities | 754,798 | 450,554 |
Deferred underwriting commissions | 6,900,000 | 6,900,000 |
Derivative warrant liabilities | 18,170,000 | 15,871,750 |
Total Liabilities | 25,824,798 | 23,222,304 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at $10.20 per share at September 30, 2021 and December 31, 2020, respectively | 175,950,000 | 175,950,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (25,132,797) | (21,470,936) |
Total Stockholders' Deficit | (25,132,366) | (21,470,505) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 176,642,432 | 177,701,799 |
Restated Balance [Member] | ||
Stockholders' Deficit: | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (21,470,936) | |
Total Stockholders' Deficit | (21,470,936) | |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at $10.20 per share at September 30, 2021 and December 31, 2020, respectively | 175,950,000 | 175,950,000 |
Stockholders' Deficit: | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock | $ 431 | $ 431 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common shares subject to redemption | 17,250,000 | 17,250,000 |
Common stock redemption price per share | $ 10.20 | $ 10.20 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common shares subject to redemption | 14,654,852 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,595,148 | |
Common stock, shares outstanding | 2,595,148 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
General and administrative expenses | $ 19,764 | $ 480,498 | $ 108,674 | $ 1,253,237 |
Franchise tax expenses | 33,475 | 49,863 | 83,836 | 147,945 |
Loss from operations | (53,239) | (530,361) | (192,510) | (1,401,182) |
Interest and investment income | 325 | |||
Income earned on investments held in Trust Account | 0 | 4,534 | 325 | 37,571 |
Financing costs - derivative warrant liabilities | (410,849) | |||
Change in fair value of derivative warrant liabilities | 0 | 2,441,750 | (2,355,500) | (2,298,250) |
Net income (loss) | $ (53,239) | 1,915,923 | (2,958,534) | (3,661,861) |
Common Class A [Member] | ||||
Net income (loss) | $ 1,532,738 | $ (1,043,325) | $ (2,929,489) | |
Weighted average shares outstanding | 0 | 17,250,000 | 2,079,787 | 17,250,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.09 | $ (0.50) | $ (0.17) |
Common Class B [Member] | ||||
Net income (loss) | $ (53,239) | $ 383,185 | $ (1,915,209) | $ (732,372) |
Weighted average shares outstanding | 3,750,000 | 4,312,500 | 3,817,819 | 4,312,500 |
Basic and diluted net income (loss) per share | $ (0.01) | $ 0.09 | $ (0.50) | $ (0.17) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) | Restated Balance [Member] | Common Class A [Member] | Common Class A [Member]Common stock [Member] | Common Class A [Member]Restated Balance [Member] | Common Class B [Member] | Common Class B [Member]Common stock [Member] | Common Class B [Member]Restated Balance [Member] |
Balance at Jul. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance (Shares) at Jul. 30, 2020 | 0 | 0 | ||||||||
Issuance of common stock to sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of common stock to Sponsor (Shares) | 4,312,500 | |||||||||
Net income (loss) | (53,239) | (53,239) | $ (53,239) | |||||||
Balance at Sep. 30, 2020 | (28,239) | 24,569 | (53,239) | $ 0 | $ 431 | |||||
Balance (Shares) at Sep. 30, 2020 | 0 | 4,312,500 | ||||||||
Balance at Jul. 31, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance (Shares) at Jul. 31, 2020 | 0 | 0 | ||||||||
Issuance of common stock to sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of common stock to Sponsor (Shares) | 4,312,500 | |||||||||
Sale of private placement warrants to Sponsor in private placement | 1,076,250 | 1,076,250 | ||||||||
Accretion of Class A common stock subject to possible redemption | (19,613,221) | (1,100,819) | (18,512,402) | $ (19,613,221) | ||||||
Net income (loss) | (2,958,534) | (2,958,534) | (1,043,325) | $ (2,958,534) | (1,915,209) | $ (2,958,534) | ||||
Balance at Dec. 31, 2020 | (21,470,505) | 0 | (21,470,936) | $ (21,470,505) | $ 0 | $ 431 | ||||
Balance (Shares) at Dec. 31, 2020 | 0 | 4,312,500 | ||||||||
Net income (loss) | 6,079,998 | 6,079,998 | ||||||||
Balance at Mar. 31, 2021 | (15,390,507) | 0 | (15,390,938) | $ 0 | $ 431 | |||||
Balance (Shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Balance at Dec. 31, 2020 | (21,470,505) | 0 | (21,470,936) | (21,470,505) | $ 0 | $ 431 | ||||
Balance (Shares) at Dec. 31, 2020 | 0 | 4,312,500 | ||||||||
Balance at Jun. 30, 2021 | (27,048,289) | 0 | (27,048,720) | $ 0 | $ 431 | |||||
Balance (Shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||||
Balance at Dec. 31, 2020 | (21,470,505) | 0 | (21,470,936) | $ (21,470,505) | $ 0 | $ 431 | ||||
Balance (Shares) at Dec. 31, 2020 | 0 | 4,312,500 | ||||||||
Accretion of Class A common stock subject to possible redemption | (19,613,221) | |||||||||
Net income (loss) | (3,661,861) | (2,929,489) | (732,372) | |||||||
Balance at Sep. 30, 2021 | (25,132,366) | 0 | (25,132,797) | $ 0 | $ 431 | |||||
Balance (Shares) at Sep. 30, 2021 | 0 | 4,312,500 | ||||||||
Balance at Mar. 31, 2021 | (15,390,507) | 0 | (15,390,938) | $ 0 | $ 431 | |||||
Balance (Shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Net income (loss) | (11,657,782) | (11,657,782) | ||||||||
Balance at Jun. 30, 2021 | (27,048,289) | 0 | (27,048,720) | $ 0 | $ 431 | |||||
Balance (Shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||||
Net income (loss) | 1,915,923 | 1,915,923 | $ 1,532,738 | $ 383,185 | ||||||
Balance at Sep. 30, 2021 | $ (25,132,366) | $ 0 | $ (25,132,797) | $ 0 | $ 431 | |||||
Balance (Shares) at Sep. 30, 2021 | 0 | 4,312,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (53,239) | $ 1,915,923 | $ 6,079,998 | $ (2,958,534) | $ (3,661,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
General and administrative expenses paid by Sponsor under note payable | 8,500 | 18,500 | |||
Income earned on investments held in Trust Account | 0 | (4,534) | (325) | (37,571) | |
Change in fair value of derivative warrant liabilities | 0 | (2,441,750) | 2,355,500 | 2,298,250 | |
Financing costs - derivative warrant liabilities | 410,849 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (509,248) | 251,074 | |||
Accounts payable | 11,264 | 61,811 | 212,708 | ||
Accrued expenses | 1,500 | ||||
Franchise tax payable | 33,475 | 83,836 | 90,036 | ||
Net cash used in operating activities | (537,611) | (845,864) | |||
Cash Flows from Investing Activities | |||||
Cash deposited in Trust Account | (175,950,000) | ||||
Net cash used in investing activities | (175,950,000) | ||||
Cash Flows from Financing Activities: | |||||
Proceeds from note payable to related party | 265,312 | ||||
Repayment of note payable to related party | (400,000) | ||||
Proceeds received from initial public offering, gross | 172,500,000 | ||||
Proceeds received from private placement | 7,175,000 | ||||
Offering costs paid, net of reimbursement from underwriters | (1,810,475) | ||||
Net cash provided by financing activities | 177,729,837 | ||||
Net decrease in cash | 1,242,226 | (845,864) | |||
Cash—beginning of the period | $ 1,242,226 | 1,242,226 | |||
Cash—end of the period | $ 396,362 | 1,242,226 | $ 396,362 | ||
Supplemental disclosure of noncash financing activities: | |||||
Offering costs paid in exchange for issuance of common stock to Sponsor | 25,000 | 25,000 | |||
Offering costs included in accrued expenses and accounts payable | 120,357 | 70,000 | |||
Offering costs included in accounts payable | 234,907 | ||||
Offering costs included in note payable | $ 78,781 | 116,188 | |||
Deferred underwriting commissions in connection with the initial public offering | $ 6,900,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating 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 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 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 If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. | Note 1. Description of Organization, Business Operations and Basis of Presentation. 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 4) and net of reimbursement from the underwriters of approximately $1.7 million. Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 7,175,000 warrants to purchase Class A common stock (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 3). Upon the closing of the IPO and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 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 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 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 the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar-for-dollar $ million, and (b) the amount by which the Company’s transaction expenses exceeds $ million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting. Refer to the Company’s current report on Form 8-K, Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period . The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Restatement of Previously Reported Financial Statement In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 177,267,667 $ — $ 177,267,667 Total liabilities $ 16,708,174 $ — $ 16,708,174 Class A common stock subject to possible redemption 155,559,486 20,390,514 175,950,000 Preferred stock — — — Class A common stock 200 (200 ) — Class B common stock 431 — 431 Additional paid-in 1,877,912 (1,877,912 ) — Retained Earnings (accumulated deficit) 3,121,464 (18,512,402 ) (15,390,938 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (20,390,514 ) $ (15,390,507 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 177,267,667 $ — $ 177,267,667 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 three months ended March 31, 2021: For the Three Months Ended March 31, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 6,079,996 $ (6,079,996 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: As Previously Adjustment As Restated Total assets $ 176,891,038 $ — $ 176,891,038 Total liabilities $ 27,989,326 $ — $ 27,989,326 Class A common stock subject to possible redemption 143,901,702 32,048,298 175,950,000 Preferred stock — — — Class A common stock 314 (314 ) — Class B common stock 431 — 431 Additional paid-in 13,535,582 (13,535,582 ) — Retained earnings (accumulated deficit) (8,536,317 ) (18,512,402 ) (27,048,719 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (32,048,298 ) $ (27,048,288 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 176,891,038 $ — $ 176,891,038 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 six months ended June 30, 2021: For the Six Months Ended June 30, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 5,577,788 $ (5,577,788 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ 0.28 $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.54 ) $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.26 ) $ (0.26 ) Earnings Per Share for Class B Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ 1.41 $ (1.13 ) $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (2.70 ) $ 2.16 $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (1.29 ) $ 1.03 $ (0.26 ) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of September 30, 2021, the Company had approximately $ ,000 outside of the Trust Account and working capital of approximately $ (not taking into account approximately $ ,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the IPO, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
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, paragraph 10-S99, 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 Form 8-K “Post-IPO 10-K Form 10-K Form 10-Qs Form 10-Q The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO paid-in As of December 15, 2020: As Previously Adjustment As Restated Total assets $ 178,262,938 $ — $ 178,262,938 Total liabilities $ 21,335,781 $ — $ 21,335,781 Class A common stock subject to possible redemption 151,927,148 24,022,852 175,950,000 Preferred stock — — — Class A common stock 235 (235 ) — Class B common stock 431 — 431 Additional paid-in 5,510,215 (5,510,215 ) — Accumulated deficit (510,872 ) (18,512,402 ) (19,023,274 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (24,022,852 ) $ (19,022,843 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 178,262,938 $ — $ 178,262,938 As of December 31, 2020: As Previously Adjustment As Restated Total assets $ 177,701,799 $ — $ 177,701,799 Total liabilities $ 23,222,304 $ — $ 23,222,304 Class A common stock subject to possible redemption 149,479,490 26,470,510 175,950,000 Preferred stock — — — Class A common stock 260 (260 ) — Class B common stock 431 — 431 Additional paid-in capital 7,957,848 (7,957,848 ) — Accumulated deficit (2,958,534 ) (18,512,402 ) (21,470,936 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (26,470,510 ) $ (21,470,505 ) Total Liabilities, Class A Common Stock Subject to $ 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 $ 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, |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Use of Estimates 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 815-15. re-assessed 825-10 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. re-measurement 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 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 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 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 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 unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September December Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; • Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). 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 825-10 The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Offering Costs Associated with the IPO Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current 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, 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 Net Income (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 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 The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months For the Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 1,532,738 $ 383,185 $ (2,929,489 ) $ (732,372 ) $ — $ (53,239 ) Denominator: Basic and diluted weighted average common shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ — $ (0.01 ) Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—D ebt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Initial Public Offering | Note 4—Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of | 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 |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5—Related Party Transactions Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the 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 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 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 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 in | Note 4. Related Party Transactions. Founder Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. On November 9, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent director nominees. The initial stockholders agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the IPO. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading 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 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 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September Administrative Support Agreement Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. The Sponsor has waived fees under such agreement since the IPO, as such there were no charges incurred or accrued for as of September The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review, on a quarterly basis, all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. For the three and nine months ended September 30, 2021, no charges were incurred or accrued. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up 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 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 | 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 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 | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities. | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company has 8,625,000 and 7,175,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable The warrants have an exercise price of $ 11.50 five 9.20 20 9.20 10.00 18.00 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 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 • upon a minimum of 30 • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 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 30-day . 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 m • 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. | Note 6. Derivative Warrant Liabilities. As of September 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 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 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 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 | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Class A Common Stock Subject to Possible Redemption | Note 8-—Class A The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 172,500,000 Less: Fair value of Public Warrants at issuance (7,417,500 ) Offering costs allocated to Class A common stock subject to possible redemption (8,745,721 ) Plus: Accretion on Class A common stock subject to possible redemption amount 19,613,221 Class A common stock subject to possible redemption $ 175,950,000 | 7. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 17,250,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 172,500,000 Less: Fair value of Public Warrants at issuance (7,417,500 ) Offering costs allocated to Class A common stock subject to possible redemption (8,745,721 ) Plus: Accretion on Class A common stock subject to possible redemption amount 19,613,221 Class A common stock subject to possible redemption $ 175,950,000 |
Stockholder's Deficit
Stockholder's Deficit | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholder's Deficit | Note 9—Stockholders’ Deficit Preferred Stock no shares Class A Common Stock As which were all subject to possible redemption and classified outside of permanent equity in the balance 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 an as-converted basis, % 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 September Class A Common Stock per share. As of September 30, 2021 and December 31, 2020, there Class B Common Stock September 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 as-converted 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 | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
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: Description Quoted Significant Significant 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. 2020 Level 1 instruments include investments in mutual funds 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. September 30, 2021 Description Quoted Prices in Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 175,987,897 $ — $ — Liabilities: Derivative warrant liabilities (public) $ 9,918,750 $ — $ — Derivative warrant liabilities (private) $ — $ 8,251,250 $ — December 31, 2020 Description Quoted Prices in Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 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 Level 1 assets include investments in mutual funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants and Private Placement Warrants. For the three and nine months ended September 30, 2021, the Company recognized a non-operating zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: At initial issuance Exercise price $ 11.50 Volatility 15.4 % Stock price $ 9.98 Expected life of the options to convert 6.54 Risk-free rate 0.58 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 (8,625,000 ) Change in fair value of warrant liabilities (2,870,000 ) Derivative warrant liabilities at March 31, 2021 4,376,750 Transfer of private warrant liabilities to Level 2 (4,376,750 ) Change in fair value of warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Derivative warrant liabilities at September 30, 2021 $ — |
Income Taxes
Income Taxes | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up 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 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 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 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 % |
Subsequent Events
Subsequent Events | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12—Subsequent Events The Company evaluated subsequent events and transactions that occurred Proposed Business Combination On June 30, 2021, the Company, Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub (as defined below), the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker and the IVP Blocker, the “Blockers”), Passport Company Merger Sub, LLC a Delaware limited liability company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “TVAC Parties”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of the Company (the “KPCB Blocker Merger”), (ii) IVP Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of the Company (the “IVP Blocker Merger”), (iii) W Capital Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of the Company (the “W Capital Blocker Merger,” and together with the KPCB Blocker Merger and the IVP Blocker Merger and any mergers involving blockers that are not party to the Business Combination Agreement (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company (“Surviving Company”), resulting in Inspirato becoming a subsidiary of the Company (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Proposed Transactions”). Transaction Consideration Upon the consummation of the Mergers, the aggregate consideration to be paid or issued in exchange for the units of Inspirato will be (i) approximately $1.07 billion (the “Valuation”) of equity consideration, payable in the form of shares of the Company’s Class A Common Stock, in the case of the Blockers, or New Company Units and shares of the Company’s Class V Common Stock in the case of all other unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by the Inspirato prior to the closing of the Proposed Transactions (the “Closing”), subject to the limitations set forth in the Business Combination Agreement, and (iii) certain rights under the Tax Receivables Agreement (as described below). The Valuation will be adjusted upward on a dollar-for-dollar basis by (a) the amount by which Inspirato’s net cash at the Closing exceeds $20 million, and (b) the amount by which the Company’s transaction expenses exceeds $15 million. The aggregate equity and cash consideration payable in the Mergers will be allocated among the Blockers and other unitholders of Inspirato in accordance with his, her or its respective pro rata share. Options to purchase Common Units of Inspirato will be converted into options to purchase shares of the Company’s Class A Common Stock at an exchange ratio based on the value of equity and cash consideration (but excluding the value of any rights payable under the Tax Receivables Agreement) payable to the unitholders of Inspirato, and will be subject to the same terms and conditions, including vesting. | Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 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 unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | 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 September December |
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 September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Financial Instruments | 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; • Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). 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 815-15. re-assessed 825-10 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. re-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 825-10 The warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Offering Costs Associated with the IPO | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately million is included in financing cost -derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the IPO Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
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, 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 |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 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 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (1,043,325 ) $ (1,915,209 ) Denominator: Basic and diluted weighted average common stock outstanding 2,079,787 3,817,819 Basic and diluted net loss per common stock $ (0.50 ) $ (0.50 ) | Net Income (Loss) Per Share of Common Stock The 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 The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months For the Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 1,532,738 $ 383,185 $ (2,929,489 ) $ (732,372 ) $ — $ (53,239 ) Denominator: Basic and diluted weighted average common shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ — $ (0.01 ) |
Income Taxes | 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 | 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 September FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and |
Recent 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—D ebt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Error Corrections and Prior Period Adjustments | The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO paid-in As of December 15, 2020: As Previously Adjustment As Restated Total assets $ 178,262,938 $ — $ 178,262,938 Total liabilities $ 21,335,781 $ — $ 21,335,781 Class A common stock subject to possible redemption 151,927,148 24,022,852 175,950,000 Preferred stock — — — Class A common stock 235 (235 ) — Class B common stock 431 — 431 Additional paid-in 5,510,215 (5,510,215 ) — Accumulated deficit (510,872 ) (18,512,402 ) (19,023,274 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (24,022,852 ) $ (19,022,843 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 178,262,938 $ — $ 178,262,938 As of December 31, 2020: As Previously Adjustment As Restated Total assets $ 177,701,799 $ — $ 177,701,799 Total liabilities $ 23,222,304 $ — $ 23,222,304 Class A common stock subject to possible redemption 149,479,490 26,470,510 175,950,000 Preferred stock — — — Class A common stock 260 (260 ) — Class B common stock 431 — 431 Additional paid-in capital 7,957,848 (7,957,848 ) — Accumulated deficit (2,958,534 ) (18,512,402 ) (21,470,936 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (26,470,510 ) $ (21,470,505 ) Total Liabilities, Class A Common Stock Subject to $ 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 $ 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) | The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 177,267,667 $ — $ 177,267,667 Total liabilities $ 16,708,174 $ — $ 16,708,174 Class A common stock subject to possible redemption 155,559,486 20,390,514 175,950,000 Preferred stock — — — Class A common stock 200 (200 ) — Class B common stock 431 — 431 Additional paid-in 1,877,912 (1,877,912 ) — Retained Earnings (accumulated deficit) 3,121,464 (18,512,402 ) (15,390,938 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (20,390,514 ) $ (15,390,507 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 177,267,667 $ — $ 177,267,667 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 three months ended March 31, 2021: For the Three Months Ended March 31, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 6,079,996 $ (6,079,996 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: As Previously Adjustment As Restated Total assets $ 176,891,038 $ — $ 176,891,038 Total liabilities $ 27,989,326 $ — $ 27,989,326 Class A common stock subject to possible redemption 143,901,702 32,048,298 175,950,000 Preferred stock — — — Class A common stock 314 (314 ) — Class B common stock 431 — 431 Additional paid-in 13,535,582 (13,535,582 ) — Retained earnings (accumulated deficit) (8,536,317 ) (18,512,402 ) (27,048,719 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (32,048,298 ) $ (27,048,288 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 176,891,038 $ — $ 176,891,038 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 six months ended June 30, 2021: For the Six Months Ended June 30, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 5,577,788 $ (5,577,788 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ 0.28 $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.54 ) $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.26 ) $ (0.26 ) Earnings Per Share for Class B Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ 1.41 $ (1.13 ) $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (2.70 ) $ 2.16 $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (1.29 ) $ 1.03 $ (0.26 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Summary of restatement of balance sheet, statement of operations and cash flow statement | The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO paid-in As of December 15, 2020: As Previously Adjustment As Restated Total assets $ 178,262,938 $ — $ 178,262,938 Total liabilities $ 21,335,781 $ — $ 21,335,781 Class A common stock subject to possible redemption 151,927,148 24,022,852 175,950,000 Preferred stock — — — Class A common stock 235 (235 ) — Class B common stock 431 — 431 Additional paid-in 5,510,215 (5,510,215 ) — Accumulated deficit (510,872 ) (18,512,402 ) (19,023,274 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (24,022,852 ) $ (19,022,843 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 178,262,938 $ — $ 178,262,938 As of December 31, 2020: As Previously Adjustment As Restated Total assets $ 177,701,799 $ — $ 177,701,799 Total liabilities $ 23,222,304 $ — $ 23,222,304 Class A common stock subject to possible redemption 149,479,490 26,470,510 175,950,000 Preferred stock — — — Class A common stock 260 (260 ) — Class B common stock 431 — 431 Additional paid-in capital 7,957,848 (7,957,848 ) — Accumulated deficit (2,958,534 ) (18,512,402 ) (21,470,936 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (26,470,510 ) $ (21,470,505 ) Total Liabilities, Class A Common Stock Subject to $ 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 $ 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) | The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 177,267,667 $ — $ 177,267,667 Total liabilities $ 16,708,174 $ — $ 16,708,174 Class A common stock subject to possible redemption 155,559,486 20,390,514 175,950,000 Preferred stock — — — Class A common stock 200 (200 ) — Class B common stock 431 — 431 Additional paid-in 1,877,912 (1,877,912 ) — Retained Earnings (accumulated deficit) 3,121,464 (18,512,402 ) (15,390,938 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (20,390,514 ) $ (15,390,507 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 177,267,667 $ — $ 177,267,667 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 three months ended March 31, 2021: For the Three Months Ended March 31, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 6,079,996 $ (6,079,996 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: As Previously Adjustment As Restated Total assets $ 176,891,038 $ — $ 176,891,038 Total liabilities $ 27,989,326 $ — $ 27,989,326 Class A common stock subject to possible redemption 143,901,702 32,048,298 175,950,000 Preferred stock — — — Class A common stock 314 (314 ) — Class B common stock 431 — 431 Additional paid-in 13,535,582 (13,535,582 ) — Retained earnings (accumulated deficit) (8,536,317 ) (18,512,402 ) (27,048,719 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (32,048,298 ) $ (27,048,288 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 176,891,038 $ — $ 176,891,038 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. 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 six months ended June 30, 2021: For the Six Months Ended June 30, 2021 As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 5,577,788 $ (5,577,788 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ 0.28 $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.54 ) $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 17,250,000 — 17,250,000 Basic and diluted earnings per share $ 0.00 $ (0.26 ) $ (0.26 ) Earnings Per Share for Class B Common Stock As Previously Adjustment As Restated For the Three Months Ended March 31, 2021 Net income $ 6,079,998 $ — $ 6,079,998 Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ 1.41 $ (1.13 ) $ 0.28 For the Three Months Ended June 30, 2021 Net loss $ (11,657,781 ) $ — $ (11,657,781 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (2.70 ) $ 2.16 $ (0.54 ) For the Six Months Ended June 30, 2021 Net loss $ (5,577,783 ) $ — $ (5,577,783 ) Weighted average shares outstanding 4,312,500 — 4,312,500 Basic and diluted earnings per share $ (1.29 ) $ 1.03 $ (0.26 ) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: The Period From July 31, 2020 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (1,043,325 ) $ (1,915,209 ) Denominator: Basic and diluted weighted average common stock outstanding 2,079,787 3,817,819 Basic and diluted net loss per common stock $ (0.50 ) $ (0.50 ) | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months For the Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 1,532,738 $ 383,185 $ (2,929,489 ) $ (732,372 ) $ — $ (53,239 ) Denominator: Basic and diluted weighted average common shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ — $ (0.01 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Summary Of Reconciliation Of Class A Common Stock Subject to Possible Redemption Reflected on The Balance Sheet | The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 172,500,000 Less: Fair value of Public Warrants at issuance (7,417,500 ) Offering costs allocated to Class A common stock subject to possible redemption (8,745,721 ) Plus: Accretion on Class A common stock subject to possible redemption amount 19,613,221 Class A common stock subject to possible redemption $ 175,950,000 | The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 172,500,000 Less: Fair value of Public Warrants at issuance (7,417,500 ) Offering costs allocated to Class A common stock subject to possible redemption (8,745,721 ) Plus: Accretion on Class A common stock subject to possible redemption amount 19,613,221 Class A common stock subject to possible redemption $ 175,950,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Summary of fair value, measured on recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Significant Significant Assets: Investments held in Trust Account $ 172,500,000 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 15,871,750 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 175,987,897 $ — $ — Liabilities: Derivative warrant liabilities (public) $ 9,918,750 $ — $ — Derivative warrant liabilities (private) $ — $ 8,251,250 $ — December 31, 2020 Description Quoted Prices in Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 175,950,325 $ — $ — Liabilities: Derivative warrant liabilities (public) $ — $ — $ 8,625,000 Derivative warrant liabilities (private) $ — $ — $ 7,246,750 |
Summary of quantitative information regarding fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 15, 2020 As of December 31, 2020 Public and Private Public and Private Exercise price $ 11.50 $ 11.50 Volatility 15.0 % 15.0 % Stock price $ 9.57 $ 9.98 Expected life of the options to convert 6.54 6.5 Risk-free rate 0.58 % 0.58 % Dividend yield 0.0 % 0.0 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial measurement date: At initial issuance Exercise price $ 11.50 Volatility 15.4 % Stock price $ 9.98 Expected life of the options to convert 6.54 Risk-free rate 0.58 % Dividend yield 0.0 % |
Summary of change in derivative warrant liabilities measured at fair value | The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants 13,516,250 Change in fair value of derivative warrant liabilities 2,355,500 Derivative warrant liabilities at December 31, 2020 $ 15,871,750 | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ 15,871,750 Transfer of public warrant liabilities to Level 1 (8,625,000 ) Change in fair value of warrant liabilities (2,870,000 ) Derivative warrant liabilities at March 31, 2021 4,376,750 Transfer of private warrant liabilities to Level 2 (4,376,750 ) Change in fair value of warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Derivative warrant liabilities at September 30, 2021 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ — State — Deferred Federal (40,359 ) State — Valuation allowance 40,359 Income tax provision $ — |
Schedule of deferred tax assets and liabilities | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss carryover $ 17,537 Start-up/Organization 22,822 Total deferred tax assets 40,359 Valuation allowance (40,359 ) Deferred tax asset, net of allowance $ — |
Schedule of effective income tax rate reconciliation | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows December 31, 2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72 )% Change in fair value of derivative warrant liabilities (2.92 )% Change in Valuation Allowance (1.4 )% Income Taxes Benefit 0.0 % |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 15, 2020 | Jul. 31, 2020 | Jul. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total assets | $ 176,642,432 | $ 177,701,799 | $ 176,642,432 | |||||||
Total Liabilities | 25,824,798 | 23,222,304 | 25,824,798 | |||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | 175,950,000 | |||||||
Preferred stock | ||||||||||
Additional paid-in captial | 0 | 0 | 0 | |||||||
Retained earnings (accumulated deficit) | (25,132,797) | (21,470,936) | (25,132,797) | |||||||
Total stockholders' equity (deficit) | $ (28,239) | (25,132,366) | $ (27,048,289) | $ (15,390,507) | (21,470,505) | $ (27,048,289) | (25,132,366) | $ 0 | $ 0 | |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit) | 176,642,432 | 177,701,799 | 176,642,432 | |||||||
Net income | $ (53,239) | 1,915,923 | (11,657,782) | 6,079,998 | (2,958,534) | (3,661,861) | ||||
Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | 175,950,000 | |||||||
Common stock | 0 | 0 | 0 | |||||||
Net income | $ 1,532,738 | $ (1,043,325) | $ (2,929,489) | |||||||
Weighted average shares outstanding | 0 | 17,250,000 | 2,079,787 | 17,250,000 | ||||||
Basic and diluted earnings per share | $ 0 | $ 0.09 | $ (0.50) | $ (0.17) | ||||||
Common Class B [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | $ 431 | $ 431 | $ 431 | |||||||
Net income | $ (53,239) | $ 383,185 | $ (1,915,209) | $ (732,372) | ||||||
Weighted average shares outstanding | 3,750,000 | 4,312,500 | 3,817,819 | 4,312,500 | ||||||
Basic and diluted earnings per share | $ (0.01) | $ 0.09 | $ (0.50) | $ (0.17) | ||||||
As Reported [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total assets | 176,891,038 | 177,267,667 | $ 177,701,799 | 176,891,038 | $ 178,262,938 | |||||
Total Liabilities | 27,989,326 | 16,708,174 | 23,222,304 | 27,989,326 | 21,335,781 | |||||
Class A common stock subject to possible redemption | 143,901,702 | 155,559,486 | 149,479,490 | 143,901,702 | 151,927,148 | |||||
Preferred stock | 0 | 0 | 0 | 0 | 0 | |||||
Additional paid-in captial | 13,535,582 | 1,877,912 | 7,957,848 | 13,535,582 | 5,510,215 | |||||
Retained earnings (accumulated deficit) | (8,536,317) | 3,121,464 | (2,958,534) | (8,536,317) | (510,872) | |||||
Total stockholders' equity (deficit) | 5,000,010 | 5,000,007 | 5,000,005 | 5,000,010 | 5,000,009 | |||||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit) | 176,891,038 | 177,267,667 | 177,701,799 | 176,891,038 | 178,262,938 | |||||
Change in value of Class A common stock subject to possible redemption | 6,079,996 | (15,963,908) | 5,577,788 | |||||||
As Reported [Member] | Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | 314 | 200 | 260 | 314 | 235 | |||||
Net income | $ (11,657,781) | $ 6,079,998 | $ (2,958,534) | $ (5,577,783) | ||||||
Weighted average shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | ||||||
Basic and diluted earnings per share | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
As Reported [Member] | Common Class B [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | $ 431 | $ 431 | $ 431 | $ 431 | $ 431 | |||||
Net income | $ (11,657,781) | $ 6,079,998 | $ (2,958,534) | $ (5,577,783) | ||||||
Weighted average shares outstanding | 4,312,500 | 4,312,500 | 3,817,819 | 4,312,500 | ||||||
Basic and diluted earnings per share | $ (2.70) | $ 1.41 | $ (0.77) | $ (1.29) | ||||||
Adjustment [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total assets | $ 0 | $ 0 | $ 0 | |||||||
Total Liabilities | 0 | 0 | 0 | |||||||
Class A common stock subject to possible redemption | 32,048,298 | 20,390,514 | 32,048,298 | |||||||
Preferred stock | 0 | 0 | 0 | |||||||
Additional paid-in captial | (13,535,582) | (1,877,912) | (13,535,582) | |||||||
Retained earnings (accumulated deficit) | (18,512,402) | (18,512,402) | (18,512,402) | |||||||
Total stockholders' equity (deficit) | (32,048,298) | (20,390,514) | (32,048,298) | |||||||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit) | 0 | 0 | 0 | |||||||
Change in value of Class A common stock subject to possible redemption | (6,079,996) | (5,577,788) | ||||||||
Adjustment [Member] | Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | (314) | (200) | (314) | |||||||
Net income | $ 0 | $ 0 | $ 0 | |||||||
Weighted average shares outstanding | 0 | 0 | 0 | |||||||
Basic and diluted earnings per share | $ (0.54) | $ 0.28 | $ (0.26) | |||||||
Adjustment [Member] | Common Class B [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | $ 0 | $ 0 | $ 0 | |||||||
Net income | $ 0 | $ 0 | $ 0 | |||||||
Weighted average shares outstanding | 0 | 0 | 0 | |||||||
Basic and diluted earnings per share | $ 2.16 | $ (1.13) | $ 1.03 | |||||||
As Restated [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total assets | $ 176,891,038 | $ 177,267,667 | $ 176,891,038 | |||||||
Total Liabilities | 27,989,326 | 16,708,174 | 27,989,326 | |||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | 175,950,000 | |||||||
Preferred stock | 0 | 0 | 0 | |||||||
Additional paid-in captial | 0 | 0 | 0 | |||||||
Retained earnings (accumulated deficit) | (27,048,719) | (15,390,938) | (27,048,719) | |||||||
Total stockholders' equity (deficit) | (27,048,288) | (15,390,507) | (27,048,288) | |||||||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders' Equity (Deficit) | 176,891,038 | 177,267,667 | 176,891,038 | |||||||
Change in value of Class A common stock subject to possible redemption | 0 | 0 | ||||||||
As Restated [Member] | Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Net income | $ (11,657,781) | $ 6,079,998 | $ (5,577,783) | |||||||
Weighted average shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | |||||||
Basic and diluted earnings per share | $ (0.54) | $ 0.28 | $ (0.26) | |||||||
As Restated [Member] | Common Class B [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock | $ 431 | $ 431 | $ 431 | |||||||
Net income | $ (11,657,781) | $ 6,079,998 | $ (5,577,783) | |||||||
Weighted average shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | |||||||
Basic and diluted earnings per share | $ (0.54) | $ 0.28 | $ (0.26) |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 11, 2020 |
Shares issued during period new issues | 17,250,000 | ||||
Share price | $ 10.20 | ||||
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 | |||
Proceeds from issuance of common stock | $ 176,000,000 | ||||
Investment maturity period | 185 days | ||||
Share redemption price per share | $ 10.20 | $ 10.20 | |||
Cash | $ 1,242,226 | $ 396,362 | |||
Working capital deficit | 1,400,000 | $ 74,000 | |||
Issuance of common stock to sponsor | $ 25,000 | $ 25,000 | |||
Offering costs | $ 9,200,000 | ||||
Threshold percentage on fair market value of net assets held In trust account for business combination | 80.00% | 80.00% | |||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | 50.00% | |||
Net tangible assets required for business combination | $ 5,000,001 | $ 5,000,001 | |||
Threshold number of days allowed to consummate business combination | 18 months | 18 months | |||
Minimum interest on trust deposits eligible to pay dissolution expenses | $ 100,000 | $ 100,000 | |||
Deferred underwriting expense | 6,900,000 | ||||
Underwriting commission reimbursement | $ 1,700,000 | ||||
Franchise tax payable | 83,836 | 173,872 | |||
Inspirato [Member] | |||||
Business Combination, Consideration Transferred | 1,070,000,000 | ||||
Business Combination, Valuation adjusted upward | 20,000,000 | ||||
Private Placement Warrant [Member] | |||||
Warrants issued during the period | 7,175,000 | ||||
Warrants issued price per warrant | $ 1 | ||||
Proceeds from issuance of warrants | $ 7,200,000 | ||||
Sponsor [Member] | |||||
Issuance of common stock to sponsor | $ 25,000 | ||||
Debt face amount | $ 400,000 | ||||
Minimum [Member] | Inspirato [Member] | |||||
Business Combination, Integration Related Costs | $ 15,000,000 | ||||
IPO [Member] | |||||
Shares issued during period new issues | 17,250,000 | ||||
Share price | $ 10 | ||||
Maximum percentage of shares redeemed without prior consent from company | 15.00% | 15.00% | |||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | 100.00% | |||
Over-Allotment Option [Member] | |||||
Shares issued during period new issues | 2,250,000 | ||||
Common Class A [Member] | |||||
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 | |||
Common Class A [Member] | Private Placement Warrant [Member] | |||||
Warrants issued during the period | 7,175,000 | ||||
Previously Reported [Member] | |||||
Net tangible assets required for business combination | $ 5,000,001 |
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 ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 15, 2020 | Jul. 31, 2020 | Jul. 30, 2020 | |
Balance Sheet | ||||||||||
Total assets | $ 176,642,432 | $ 177,701,799 | $ 176,642,432 | |||||||
Liabilities and Stockholders' Equity: | ||||||||||
Total Liabilities | 25,824,798 | 23,222,304 | 25,824,798 | |||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | 175,950,000 | |||||||
Stockholders' Equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | 0 | 0 | 0 | |||||||
Accumulated deficit | (25,132,797) | (21,470,936) | (25,132,797) | |||||||
Total stockholders' equity (deficit) | $ (28,239) | (25,132,366) | $ (27,048,289) | $ (15,390,507) | (21,470,505) | $ (27,048,289) | (25,132,366) | $ 0 | $ 0 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 176,642,432 | 177,701,799 | 176,642,432 | |||||||
Statement of Operations | ||||||||||
Net loss | $ (53,239) | 1,915,923 | (11,657,782) | 6,079,998 | (2,958,534) | (3,661,861) | ||||
Common Class A [Member] | ||||||||||
Liabilities and Stockholders' Equity: | ||||||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | 175,950,000 | |||||||
Stockholders' Equity: | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Statement of Operations | ||||||||||
Net loss | $ 1,532,738 | $ (1,043,325) | $ (2,929,489) | |||||||
Weighted average shares outstanding | 0 | 17,250,000 | 2,079,787 | 17,250,000 | ||||||
Basic and diluted earnings per share | $ 0 | $ 0.09 | $ (0.50) | $ (0.17) | ||||||
Common Class B [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | $ 431 | $ 431 | $ 431 | |||||||
Statement of Operations | ||||||||||
Net loss | $ (53,239) | $ 383,185 | $ (1,915,209) | $ (732,372) | ||||||
Weighted average shares outstanding | 3,750,000 | 4,312,500 | 3,817,819 | 4,312,500 | ||||||
Basic and diluted earnings per share | $ (0.01) | $ 0.09 | $ (0.50) | $ (0.17) | ||||||
Previously Reported [Member] | ||||||||||
Balance Sheet | ||||||||||
Total assets | 176,891,038 | 177,267,667 | $ 177,701,799 | 176,891,038 | $ 178,262,938 | |||||
Liabilities and Stockholders' Equity: | ||||||||||
Total Liabilities | 27,989,326 | 16,708,174 | 23,222,304 | 27,989,326 | 21,335,781 | |||||
Class A common stock subject to possible redemption | 143,901,702 | 155,559,486 | 149,479,490 | 143,901,702 | 151,927,148 | |||||
Stockholders' Equity: | ||||||||||
Preferred stock | 0 | 0 | 0 | 0 | 0 | |||||
Additional paid-in capital | 13,535,582 | 1,877,912 | 7,957,848 | 13,535,582 | 5,510,215 | |||||
Accumulated deficit | (8,536,317) | 3,121,464 | (2,958,534) | (8,536,317) | (510,872) | |||||
Total stockholders' equity (deficit) | 5,000,010 | 5,000,007 | 5,000,005 | 5,000,010 | 5,000,009 | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 176,891,038 | 177,267,667 | 177,701,799 | 176,891,038 | 178,262,938 | |||||
Statement of Cash Flows | ||||||||||
Initial value of Class A common stock subject to possible redemption | 165,443,398 | |||||||||
Change in value of Class A common stock subject to possible redemption | 6,079,996 | (15,963,908) | 5,577,788 | |||||||
Previously Reported [Member] | Common Class A [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | 314 | 200 | 260 | 314 | 235 | |||||
Statement of Operations | ||||||||||
Net loss | $ (11,657,781) | $ 6,079,998 | $ (2,958,534) | $ (5,577,783) | ||||||
Weighted average shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | ||||||
Basic and diluted earnings per share | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Previously Reported [Member] | Common Class B [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | $ 431 | $ 431 | $ 431 | $ 431 | 431 | |||||
Statement of Operations | ||||||||||
Net loss | $ (11,657,781) | $ 6,079,998 | $ (2,958,534) | $ (5,577,783) | ||||||
Weighted average shares outstanding | 4,312,500 | 4,312,500 | 3,817,819 | 4,312,500 | ||||||
Basic and diluted earnings per share | $ (2.70) | $ 1.41 | $ (0.77) | $ (1.29) | ||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||||
Balance Sheet | ||||||||||
Total assets | $ 0 | 0 | ||||||||
Liabilities and Stockholders' Equity: | ||||||||||
Total Liabilities | 0 | 0 | ||||||||
Class A common stock subject to possible redemption | 26,470,510 | 24,022,852 | ||||||||
Stockholders' Equity: | ||||||||||
Preferred stock | 0 | 0 | ||||||||
Additional paid-in capital | (7,957,848) | (5,510,215) | ||||||||
Accumulated deficit | (18,512,402) | (18,512,402) | ||||||||
Total stockholders' equity (deficit) | (26,470,510) | (24,022,852) | ||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 0 | 0 | ||||||||
Statement of Cash Flows | ||||||||||
Initial value of Class A common stock subject to possible redemption | (165,443,398) | |||||||||
Change in value of Class A common stock subject to possible redemption | 15,963,908 | |||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class A [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | (260) | (235) | ||||||||
Additional paid-in capital | 5,500,000 | |||||||||
Accumulated deficit | 18,500,000 | |||||||||
Statement of Operations | ||||||||||
Net loss | $ 0 | |||||||||
Weighted average shares outstanding | (15,170,213) | |||||||||
Basic and diluted earnings per share | $ (0.50) | |||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class B [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | $ 0 | 0 | ||||||||
Statement of Operations | ||||||||||
Net loss | $ 0 | |||||||||
Weighted average shares outstanding | 0 | |||||||||
Basic and diluted earnings per share | $ 0.27 | |||||||||
Restated Balance [Member] | ||||||||||
Balance Sheet | ||||||||||
Total assets | $ 177,701,799 | 178,262,938 | ||||||||
Liabilities and Stockholders' Equity: | ||||||||||
Total Liabilities | 23,222,304 | 21,335,781 | ||||||||
Class A common stock subject to possible redemption | 175,950,000 | 175,950,000 | ||||||||
Stockholders' Equity: | ||||||||||
Preferred stock | 0 | 0 | ||||||||
Additional paid-in capital | 0 | 0 | ||||||||
Accumulated deficit | (21,470,936) | (19,023,274) | ||||||||
Total stockholders' equity (deficit) | (21,470,505) | (19,022,843) | ||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 177,701,799 | 178,262,938 | ||||||||
Statement of Cash Flows | ||||||||||
Initial value of Class A common stock subject to possible redemption | 0 | |||||||||
Change in value of Class A common stock subject to possible redemption | 0 | |||||||||
Restated Balance [Member] | Common Class A [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | 0 | 0 | ||||||||
Statement of Operations | ||||||||||
Net loss | $ (2,958,534) | |||||||||
Weighted average shares outstanding | 2,079,787 | |||||||||
Basic and diluted earnings per share | $ (0.50) | |||||||||
Restated Balance [Member] | Common Class B [Member] | ||||||||||
Stockholders' Equity: | ||||||||||
Common stock | $ 431 | $ 431 | ||||||||
Statement of Operations | ||||||||||
Net loss | $ (2,958,534) | |||||||||
Weighted average shares outstanding | 3,817,819 | |||||||||
Basic and diluted earnings per share | $ (0.50) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 15, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Additional Paid in Capital | $ 0 | $ 0 | |
Retained Earnings (Accumulated Deficit) | (21,470,936) | (25,132,797) | |
Net tangible assets required for business combination | 5,000,001 | $ 5,000,001 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Additional Paid in Capital | (7,957,848) | $ (5,510,215) | |
Retained Earnings (Accumulated Deficit) | (18,512,402) | $ (18,512,402) | |
Common Class A [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Additional Paid in Capital | 5,500,000 | ||
Retained Earnings (Accumulated Deficit) | $ 18,500,000 | ||
Reclassification From Permanent Equity TO Temporary Equity | 2,355,182 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Numerator: | ||||||
Allocation of net income (loss) | $ (53,239) | $ 1,915,923 | $ (11,657,782) | $ 6,079,998 | $ (2,958,534) | $ (3,661,861) |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 1,532,738 | $ (1,043,325) | $ (2,929,489) | |||
Denominator: | ||||||
Basic and diluted weighted average common shares outstanding | 0 | 17,250,000 | 2,079,787 | 17,250,000 | ||
Basic and diluted net income (loss) per common stock | $ 0 | $ 0.09 | $ (0.50) | $ (0.17) | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ (53,239) | $ 383,185 | $ (1,915,209) | $ (732,372) | ||
Denominator: | ||||||
Basic and diluted weighted average common shares outstanding | 3,750,000 | 4,312,500 | 3,817,819 | 4,312,500 | ||
Basic and diluted net income (loss) per common stock | $ (0.01) | $ 0.09 | $ (0.50) | $ (0.17) |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Federal deposit insurance corporation coverage limit | $ 250,000 | $ 250,000 |
Unrecognized tax benefits | 0 | 0 |
Income tax penalties and interest accrued | $ 0 | $ 0 |
Common shares subject to redemption | 17,250,000 | 17,250,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,800,000 | |
Deferred tax assets | $ 40,359 | $ 286,000 |
Financing costs - derivative warrant liabilities | 410,849 | |
Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,800,000 | |
IPO [Member] | ||
Financing costs - derivative warrant liabilities | $ 400,000 | |
IPO [Member] | Public Warrants [Member] | ||
Class of warrant or right,issued during the period | 8,625,000 | |
IPO [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right,issued during the period | 7,175,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Shares issued during period new issues | 17,250,000 | ||
Share price | $ 10.20 | ||
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 | |
Offering costs | 9,200,000 | ||
Deferred underwriting expense | 6,900,000 | ||
Underwriting commission reimbursement | $ 1,700,000 | ||
Public Warrant [Member] | |||
Description of class of warrant or right | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant | ||
Exercise price of warrants | $ 11.50 | ||
Anchor Investors [Member] | |||
Shares issued during period new issues | 4,944,550 | ||
IPO [Member] | |||
Shares issued during period new issues | 17,250,000 | ||
Share price | $ 10 | ||
Over-Allotment Option [Member] | |||
Shares issued during period new issues | 2,250,000 | ||
Common Class A [Member] | |||
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 | |
Number of securities called by each warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Dec. 15, 2020 | Aug. 13, 2020 | Aug. 11, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Nov. 09, 2020 | Oct. 27, 2020 |
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10.20 | ||||||||
Issuance of common stock to sponsor | $ 25,000 | $ 25,000 | |||||||
Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt face amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||
Debt instrument, convertible conversion price | $ 1 | $ 1 | $ 1 | ||||||
Notes payable, related parties | $ 20,000 | $ 20,000 | $ 20,000 | ||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | ||||||
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | 2,595,148 | 2,595,148 | |||||||
Common stock, shares outstanding | 2,595,148 | 2,595,148 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt face amount | $ 400,000 | ||||||||
Issuance of common stock to sponsor | $ 25,000 | ||||||||
Sponsor [Member] | Shares Subject to Forfeiture [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding | 562,500 | ||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | 4,312,500 | ||||||||
Common stock, shares outstanding | 562,500 | 4,312,500 | |||||||
Shares surrendered during the period | 718,750 | ||||||||
Percentage of founder shares to common stock outstanding after IPO | 20.00% | ||||||||
Sponsor [Member] | Founder Shares [Member] | Independent Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares transferred during the period | 25,000 | 25,000 | |||||||
Sponsor [Member] | Related Party Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt face amount | $ 400,000 | ||||||||
Proceeds from related party debt | $ 400,000 | ||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants issued during the period | 7,175,000 | ||||||||
Warrants issued price per warrant | $ 1 | ||||||||
Proceeds from issuance of warrants | $ 7,200,000 | ||||||||
Exercise price of warrants | $ 11.50 | ||||||||
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 25,000 | ||||||||
Common stock, shares subscribed | 5,031,250 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Issuance of common stock to sponsor | $ 25,000 | ||||||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | Founder Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 12 | $ 12 | |||||||
Common stock, transfers, threshold trading days | 20 days | ||||||||
Common stock transfers restriction on number of days from the date of business combination | 150 days | ||||||||
Common stock, transfers, threshold consecutive trading days | 30 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting fee payable | $ 6,900,000 | |
Percentage of underwriting expense | 1.00% | |
Underwriting commission reimbursement | $ 1,700,000 | |
Advisory services fee | $ 10,000 | |
Deferred success cost | $ 50,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Under writing discount per unit | $ 0.20 | |
IPO [Member] | Underwriting Expense [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Payments of stock issuance costs | $ 3,450,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting commission per unit | $ 0.40 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 5 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 15, 2020 | |
Share price | $ 10.20 | ||
Event Triggering the Value of Warrants [Member] | |||
Volume weighted average share price | $ 9.20 | $ 9.20 | |
Number of consecutive trading days for determining share price | 20 days | 20 days | |
Public Warrants [Member] | |||
Class of warrant or right outstanding | 8,625,000 | 8,625,000 | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | 30 days | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | 12 months | |
Class of warrant, exercise price | $ 11.50 | $ 11.50 | |
Class of warrants or rights term | 5 years | 5 years | |
Private Placement Warrants [Member] | |||
Class of warrant or right outstanding | 7,175,000 | 7,175,000 | |
Common Class A [Member] | |||
Percentage of gross proceeds from share issue for the purposes of business combination | 50.00% | 50.00% | |
Class of warrants or rights number of shares called by each warrant or right | 1 | ||
Common Class A [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member] | |||
Share price | $ 0.10 | $ 0.10 | |
Percentage of warrants exercised on cashless basis | 30.00% | 30.00% | |
Common Class A [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member] | |||
Share price | $ 18 | $ 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 | |
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) - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Temporary Equity [Line Items] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity voting rights | one | one |
Temporary equity shares outstanding | 17,250,000 | 17,250,000 |
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 ($) | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Temporary Equity [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 172,500,000 | $ 172,500,000 | |
Accretion on Class A common stock subject to possible redemption amount | 19,613,221 | ||
Class A common stock subject to possible redemption | 175,950,000 | $ 175,950,000 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds from Initial Public Offering | 172,500,000 | 172,500,000 | |
Fair value of Public Warrants at issuance | (7,417,500) | (7,417,500) | |
Offering costs allocated to Class A common stock subject to possible redemption | (8,745,721) | (8,745,721) | |
Accretion on Class A common stock subject to possible redemption amount | 19,613,221 | 19,613,221 | |
Class A common stock subject to possible redemption | $ 175,950,000 | $ 175,950,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares issued | 17,250,000 | 17,250,000 |
Temporary equity shares outstanding | 17,250,000 | 17,250,000 |
Common stock, shares issued | 2,595,148 | |
Common stock, shares outstanding | 2,595,148 | |
Common stock, threshold percentage on conversion of shares | 20.00% | 20.00% |
Common stock shares outstanding subject to possible redemption | 17,250,000 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 175,987,897 | $ 175,950,325 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 9,918,750 | 0 |
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 8,251,250 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account | 0 | 0 |
Liabilities: | ||
Derivative warrant liabilities | 15,871,750 | |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 8,625,000 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 0 | $ 7,246,750 |
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, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Volatility | 15.00% | 15.00% | 15.40% |
Stock price | $ 9.98 | $ 9.57 | $ 9.98 |
Expected life of the options to convert | 6 days 12 hours | 6 days 12 hours | 6 years 6 months 14 days |
Risk-free rate | 0.58% | 0.58% | 0.58% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Derivative warrant liabilities, Beginning balance | $ 15,871,750 | $ 15,871,750 | |||||
Change in fair value of warrant liabilities | $ 0 | $ (2,441,750) | $ 2,355,500 | 2,298,250 | |||
Derivative warrant liabilities, Ending balance | 18,170,000 | $ 15,871,750 | 15,871,750 | 18,170,000 | |||
Derivative Warrant Liabilities [Member] | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Derivative warrant liabilities, Beginning balance | 0 | $ 4,376,750 | 15,871,750 | 15,871,750 | |||
Transfer of public warrant liabilities to Level 1 | (8,625,000) | 13,516,250 | |||||
Change in fair value of warrant liabilities | 0 | (2,870,000) | 2,355,500 | ||||
Transfer of private warrant liabilities to Level 2 | (4,376,750) | ||||||
Derivative warrant liabilities, Ending balance | $ 0 | $ 0 | $ 4,376,750 | $ 15,871,750 | $ 15,871,750 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Fair value assets transfers | $ 0 | $ 0 | $ 0 | $ 0 |
Increase in fair value of liabilities | $ 2,400,000 | $ 2,300,000 |
Income Taxes - Schedule Of Comp
Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (40,359) |
State | 0 |
Valuation allowance | 40,359 |
Income tax provision | $ 0 |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryover | $ 17,537 | |
Start-up/Organization costs | 22,822 | |
Total deferred tax assets | $ 286,000 | 40,359 |
Valuation allowance | (40,359) | |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Unrecognised tax benefit of accrued interest and penalties | $ 0 | $ 0 |
Income Taxes - Schedule Of Effe
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail) | 5 Months Ended |
Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Financing cost - derivative warrant liabilities | (16.72%) |
Change in fair value of derivative warrant liabilities | (2.92%) |
Change in Valuation Allowance | (1.40%) |
Income Taxes Benefit | 0.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Inspirato [Member] - USD ($) $ in Millions | Jun. 30, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | $ 1,070 | |
Business Combination, Valuation adjusted upward | 20 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Integration Related Costs | $ 15 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | $ 1,070 | |
Business Combination, Valuation adjusted upward | 20 | |
Subsequent Event [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Integration Related Costs | $ 15 |