Vivid Seats (SEAT) 10-Q 8 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	24 E. Washington Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	291-9966
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Ex Transition Period	false
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Entity Common Stock, Shares Outstanding		81,296,366
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		118,200,000
Warrants
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 273,889	$ 489,530
Restricted Cash	511	280
Accounts receivable - net	40,494	36,124
Inventory - net	14,123	11,773
Prepaid expenses and other current assets	35,028	72,504
Total current assets	364,045	610,211
Property and equipment - net	8,843	1,082
Right-of-use assets - net	8,249	0
Intangible assets - net	81,600	78,511
Goodwill	715,258	718,204
Other non-current assets	2,526	787
Total Assets	1,180,521	1,408,795
Current liabilities:
Accounts payable	165,355	191,201
Accrued expenses and other current liabilities	203,557	281,156
Deferred revenue	33,631	25,139
Current maturities of long-term debt - net	2,750	0
Total current liabilities	405,293	497,496
Long-term debt - net	265,405	460,132
Long-term lease liabilities	13,741	0
Other liabilities	16,133	25,834
Total long-term liabilities	295,279	485,966
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests	905,412	1,286,016
Shareholders' deficit
Additional paid-in capital	601,784	182,091
Treasury stock, at cost, 397,551 shares at September 30, 2022; 0 shares at December 31, 2021	(3,050)	0
Accumulated deficit	(1,024,217)	(1,042,794)
Total Shareholders' deficit	(425,463)	(860,683)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,180,521	1,408,795
Class A Common Stock
Shareholders' deficit
Common Stock	8	8
Class B Common Stock
Shareholders' deficit
Common Stock	$ 12	$ 12

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Treasury stock, shares	397,551
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	82,041,142	79,091,871
Common stock, shares outstanding	82,041,142	79,091,871
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	118,200,000	118,200,000
Common stock, shares outstanding	118,200,000	118,200,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues		$ 156,818	$ 139,538	$ 435,284	$ 279,150
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)		37,617	30,475	102,203	54,386
Marketing and selling		66,323	50,371	179,963	104,748
General and administrative		30,239	42,509	95,721	87,486
Depreciation and amortization		2,158	711	5,269	1,506
Change in fair value of contingent consideration		1,220	0	1,220	0
Income from operations		21,701	15,472	53,348	31,024
Other (income) expense:
Interest expense – net		2,901	17,319	9,542	50,477
Loss on extinguishment of debt		0	0	4,285	0
Other income		(65)	0	(6,618)	0
Income (loss) before income taxes		18,865	(1,847)	46,139	(19,453)
Income tax expense		118	0	194
Net income (loss)		18,747	(1,847)	45,945	(19,453)
Net income (loss) attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization		0	(1,847)	0	(19,453)
Net income attributable to redeemable noncontrolling interests		11,084	$ 0	27,368	0
Net income attributable to Class A Common Stockholders		$ 7,663		$ 18,577	$ 0
Income per Class A Common Stock
Basic	[1]	$ 0.09		$ 0.23
Diluted	[1]	$ 0.09		$ 0.23
Weighted average Class A Common Stock outstanding
Basic	[1]	81,996,447		80,145,329
Diluted	[1]	82,023,463		198,709,769
[1] There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 18, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Common Stock, Value, Issued	$ 0
Net income (loss)	$ 0	$ 18,747	$ (1,847)	$ 45,945	$ (19,453)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 18,747	$ (1,847)	$ 45,945	$ (19,453)
Other comprehensive income (loss):
Unrealized gain on derivative instruments	0	309	0	822
Comprehensive income (loss), net of taxes	18,747	(1,538)	45,945	(18,631)
Comprehensive income (loss) attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization	0	(1,538)	0	(18,631)
Comprehensive income attributable to redeemable noncontrolling interests	11,084	0	27,368	0
Comprehensive income attributable to Class A Common Stockholders	$ 7,663	$ 0	$ 18,577	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Vivid Seats Inc	Senior Preferred Units	Preferred Units	Class A Common Stock	Class B Common Stock	Common Units	Common Units Class A Common Stock	Common Units Class B Common Stock	Additional Paid-in Capital	Noncontrolling Interest	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock
Temporary equity, Balances, shares at Dec. 31, 2020			100	100
Temporary equity, Balances at Dec. 31, 2020			$ 218,288	$ 9,939
Balances, shares at Dec. 31, 2020							100
Balances at Dec. 31, 2020	$ (271,781)						$ 0			$ 755,716		$ (1,026,675)	$ (822)
Net income (loss)		$ (20,251)										(20,251)
Unrealized gain on derivative instruments	243												243
Deemed contribution from former parent	1,091									1,091
Accretion of senior preferred units	(6,822)		$ (6,822)							(6,822)
Temporary equity, Balances, shares at Mar. 31, 2021			100	100
Temporary equity, Balances at Mar. 31, 2021			$ 225,110	$ 9,939
Balances, shares at Mar. 31, 2021							100
Balances at Mar. 31, 2021	(297,520)						$ 0			749,985		(1,046,926)	(579)
Temporary equity, Balances, shares at Dec. 31, 2020			100	100
Temporary equity, Balances at Dec. 31, 2020			$ 218,288	$ 9,939
Balances, shares at Dec. 31, 2020							100
Balances at Dec. 31, 2020	(271,781)						$ 0			755,716		(1,026,675)	(822)
Net income (loss)	(19,453)
Temporary equity, Balances, shares at Sep. 30, 2021			100	100
Temporary equity, Balances at Sep. 30, 2021			$ 234,489	$ 9,939
Balances, shares at Sep. 30, 2021							100
Balances at Sep. 30, 2021	(303,142)						$ 0			742,986		(1,046,128)	0
Temporary equity, Balances, shares at Mar. 31, 2021			100	100
Temporary equity, Balances at Mar. 31, 2021			$ 225,110	$ 9,939
Balances, shares at Mar. 31, 2021							100
Balances at Mar. 31, 2021	(297,520)						$ 0			749,985		(1,046,926)	(579)
Net income (loss)		2,645										2,645
Unrealized gain on derivative instruments	270												270
Deemed contribution from former parent	1,183									1,183
Accretion of senior preferred units	(6,821)		$ (6,821)							(6,821)
Temporary equity, Balances, shares at Jun. 30, 2021			100	100
Temporary equity, Balances at Jun. 30, 2021			$ 231,931	$ 9,939
Balances, shares at Jun. 30, 2021							100
Balances at Jun. 30, 2021	(300,243)						$ 0			744,347		(1,044,281)	(309)
Net income (loss)	(1,847)	(1,847)										(1,847)
Unrealized gain on derivative instruments	309												309
Deemed contribution from former parent	1,197									1,197
Accretion of senior preferred units	(2,558)		$ (2,558)							(2,558)
Temporary equity, Balances, shares at Sep. 30, 2021			100	100
Temporary equity, Balances at Sep. 30, 2021			$ 234,489	$ 9,939
Balances, shares at Sep. 30, 2021							100
Balances at Sep. 30, 2021	(303,142)						$ 0			742,986		(1,046,128)	$ 0
Temporary equity, Balances at Dec. 31, 2021											$ 1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		79,091,871	118,200,000
Balances at Dec. 31, 2021	(860,683)							$ 8	$ 12	182,091		(1,042,794)
Net income (loss)		1,259									1,879	1,259
Deemed contribution from former parent	463									463	691
Subsequent remeasurement of Redeemable noncontrolling interests	(18,706)									(18,706)	18,706
Equity-based compensation	2,443									2,443
Issuance of shares					75,072
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291		(1,041,535)
Temporary equity, Balances at Dec. 31, 2021											1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		79,091,871	118,200,000
Balances at Dec. 31, 2021	(860,683)							$ 8	$ 12	182,091		(1,042,794)
Net income (loss)	45,945
Balances, shares at Sep. 30, 2022					82,041,142	118,200,000		82,041,142	118,200,000					(397,551)
Balances at Sep. 30, 2022	(425,463)							$ 8	$ 12	601,784	905,412	(1,024,217)		$ (3,050)
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291		(1,041,535)
Net income (loss)		9,655									14,405	9,655
Deemed contribution from former parent	468									468	699
Subsequent remeasurement of Redeemable noncontrolling interests	439,442									439,442	(439,442)
Equity-based compensation	4,145									4,145
Issuance of shares					74,089
Distributions to non-controlling interest	(4,108)									(4,108)
Temporary equity, Balances at Jun. 30, 2022											882,954
Balances, shares at Jun. 30, 2022								79,241,032	118,200,000
Balances at Jun. 30, 2022	(425,622)							$ 8	$ 12	606,238		(1,031,880)
Net income (loss)	18,747	$ 7,663									11,084	7,663
Deemed contribution from former parent	427									427	617
Subsequent remeasurement of Redeemable noncontrolling interests	(11,567)									(11,567)	11,567
Equity-based compensation	4,029									4,029
Repurchases of common stock	3,050													$ 3,050
Repurchases of common stock Share														$ 397,551
Issuance of shares					72,325
Distributions to non-controlling interest											(810)
Increase in common shares outstanding following warrant exchange					2,727,785
Reclassification of contingent consideration	2,657									2,657
Balances, shares at Sep. 30, 2022					82,041,142	118,200,000		82,041,142	118,200,000					(397,551)
Balances at Sep. 30, 2022	$ (425,463)							$ 8	$ 12	$ 601,784	$ 905,412	$ (1,024,217)		$ (3,050)

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income (loss)	$ 45,945	$ (19,453)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	5,269	1,506
Amortization of deferred financing costs and interest rate cap	819	4,120
Equity-based compensation expense	13,982	3,471
Loss on extinguishment of debt	4,285	0
Change in fair value of warrants	(6,618)	0
Interest expense paid-in-kind	0	25,117
Amortization of leases	1,591	0
Loss on write-off of Fixed Assets	63
Change in fair value of contingent consideration	(1,220)	0
Change in assets and liabilities:
Accounts receivable	(4,292)	(18,784)
Inventory	(2,350)	(9,660)
Prepaid expenses and other current assets	37,778	(16,694)
Accounts payable	(26,737)	143,481
Accrued expenses and other current liabilities	(73,938)	87,339
Deferred revenue	8,492	14,567
Other assets and liabilities	(1,680)	252
Net cash provided by operating activities	1,389	215,262
Cash flows from investing activities
Purchases of property and equipment	(2,727)	(689)
Purchases of personal seat licenses	(165)	(76)
Investments in developed technology	(8,988)	(6,558)
Cash adjustment in acquisition	(8)	0
Net cash used in investing activities	(11,888)	(7,323)
Cash flows from financing activities
Payments of deferred financing costs and other debt-related costs	(4,856)	0
Payments of February 2022 First Lien Loan	(1,375)	0
Distributions to non-controlling interests	(4,918)
Repurchase of Common Stock as Treasury Stock	(3,050)
Net cash used in financing activities	(204,911)	(4,809)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(215,410)	203,130
Cash, cash equivalents, and restricted cash - beginning of period	489,810	285,337
Cash, cash equivalents, and restricted cash - end of period	274,400	488,467
Supplemental disclosure of cash flow information:
Cash paid for interest	9,886	21,143
Property and equipment acquired through tenant improvement allowance	5,346
Right-of-use assets obtained in exchange for lease obligations	3,406	0
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	(465,712)	(4,809)
February 2022 First Lien Loan
Cash flows from financing activities
Proceeds from February 2022 First Lien Loan	275,000	0
May 2020 First Lien Loan
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	$ 0	$ 28,463

Background and Basis of Present

Background and Basis of Presentation	9 Months Ended
	Sep. 30, 2022
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Background and Basis of Presentation	1. Background and Basis of Presentation Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC, Hoya Midco, LLC, and Vivid Seats LLC (collectively the “Company,” “us,” “we,” and “our”) provide an online secondary ticket marketplace that enables ticket buyers to discover and easily purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their operations. In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 which was filed with the SEC on March 15, 2022. Our condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 Update Beginning in the second quarter of 2021, and continuing through the third quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease. While we have experienced recovery from the COVID-19 pandemic, given the emergence of new variants and continued infectious cases, uncertainty remains. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic worsen, our financial condition, cash flows, and results of operations may be further materially impacted.

New Accounting Standards

New Accounting Standards	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. New Accounting Standards Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. Lease liabilities are equal to the present value of lease payments, while right-of-use assets are based on the associated lease liabilities, subject to certain adjustments, such as for initial direct costs. We elected the extended transition period available to emerging growth companies and adopted Accounting Standards Codification ("ASC") 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard ("ASC 840"), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and non-lease components. Upon the adoption of the new lease standard, on January 1, 2022, we recognized right-of-use assets of $ 6.6 million and lease liabilities of $ 8.1 million (including a current liability of $ 3.0 million) in the Condensed Consolidated Balance Sheets and reclassified certain balances related to existing leases. The right-of-use assets balance as of January 1, 2022 is adjusted for $ 1.5 million of lease termination liabilities and deferred rent liabilities recognized under the previous lease standard. There was no impact to Accumulated deficit on the Condensed Consolidated Balance Sheets at adoption. Refer to Note 6, Leases, for more information on leases. Accounting standards issued but not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We elected the extended transition period available to emerging growth companies and are currently evaluating the effect of adoption of the standard on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The amendment is effective for all entities starting March 12, 2020 and can be adopted through December 31, 2022. We have not yet decided the date of adoption of this standard. The adoption of this standard will not have a material impact on our condensed consolidated financial statements.

Business Acquisition

Business Acquisition	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Acquisition	3. Business Acquisition On December 13, 2021 , we acquired 100 % of the equity of Betcha Sports, Inc. (“Betcha”). In August 2022, we rebranded Betcha as Vivid Picks, LLC ("Vivid Picks"). Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans' connection with their favorite live sports. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the transaction for the three and nine months ended September 30, 2022 were not material and are included in General and administrative expenses in the Condensed Consolidated Statements of Operations. The acquisition date fair value of the consideration consisted of $ 0.8 million in cash and 2.1 million shares of our Class A common stock ("Class A Common Stock"). The total consideration includes cash earnouts of $ 3.4 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Vivid Picks meets certain earnings objectives. In addition, the consideration includes future milestone payments of $ 9.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration o bjectives. For the three and nine months ended September 30, 2022, we made no payments related to cash earnouts and milestone payments. For the three and nine months ended September 30, 2022, the estimated fair value of cash earnouts decreased by $ 1.2 million, which is presented in Change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations. As of September 30, 2022, $ 2.6 million was recorded in Additional paid-in capital in the Condensed Consolidated Balance Sheets related to our first milestone payment. In October 2022, we paid the first milestone payment which consisted of $ 0.2 million in cash and 0.3 million in shares of our Class A common stock. As part of the acquisition, we agreed to pay cash bonuses to certain Vivid Picks employees over three years following the anniversary of the employee start date. The payouts are subject to continued employment, and therefore treated as compensation and expensed. Proforma financial information has not been presented as the Vivid Picks acquisition was not considered material to our Condensed Consolidated Financial Statements. The consideration was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded is not deductible for tax purposes as the Vivid Picks acquisition was primarily a stock acquisition and is attributable to the assembled workforce as well as the anticipated synergies from the integration of Vivid Picks's technology with our technology. The consideration allocation for Vivid Picks is preliminary because the evaluations necessary to assess the fair value of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the valuations of certain intangible assets, cash earnouts, milestone payments, and acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized. During the second quarter of 2022, we recognized adjustments related to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The adjustments primarily consisted of $ 0.9 million in definite-lived intangible assets and $ 2.9 million in goodwill. Refer to Note 7, Goodwill and Intangible Assets, for the acquisition adjustment. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 48 Restricted cash 245 Accounts receivable 78 Prepaid expenses and other current assets 60 Intangible assets 4,430 Goodwill 31,931 Accounts payable ( 1,180 ) Accrued expenses and other current liabilities ( 677 ) Net assets acquired $ 34,935 The following table summarizes the purchase consideration (in thousands): Fair value of common stock $ 21,306 Cash consideration 759 Fair value of milestone payments 9,470 Fair value of earnouts 3,400 Total purchase consideration $ 34,935 Cost Estimated Useful Life Customer relationships $ 1,530 2 years Developed technology 2,900 5 years Total acquired intangible assets $ 4,430

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2022
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Revenue Recognition	4. Revenue Recognition We recognize revenue in accordance with ASC 606. We have two reportable segments: Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers. We earn revenue processing ticket sales from our Owned Properties, consisting of the Vivid Seats website and mobile applications, and from our Private Label offering, which is comprised of numerous distribution partners. Marketplace revenues consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Marketplace revenues: Owned Properties $ 106,597 $ 96,169 $ 288,827 $ 198,900 Private Label 23,945 24,296 82,145 48,206 Total Marketplace revenues $ 130,542 $ 120,465 $ 370,972 $ 247,106 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Marketplace revenues: Concerts $ 63,802 $ 55,343 $ 188,291 $ 112,200 Sports 52,812 53,485 143,012 115,628 Theater 13,526 11,131 37,997 18,429 Other 402 506 1,672 849 Total Marketplace revenues $ 130,542 $ 120,465 $ 370,972 $ 247,106 Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $ 26.3 million and $ 64.3 million during the three and nine months ended September 30, 2022, respectively, and $ 19.1 million and $ 32.0 million during the three and nine months ended September 30, 2021, respectively. At September 30, 2022, Deferred revenue in the Condensed Consolidated Balance Sheets was $ 33.6 million , which primarily relates to Vivid Seats Rewards, our loyalty program. At December 31, 2021, $ 25.1 million was recorded as Deferred revenue, of which $ 1.2 million and $ 7.2 million was recognized as revenue during the three and nine months ended September 30, 2022, respectively. At December 31, 2020, $ 6.0 million was recorded as Deferred revenue, of which $ 1.0 million and $ 2.6 million was recognized as revenue during the three and nine months ended September 30, 2021, respectively.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Segment Reporting	5. Segment Reporting Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which are then sold through secondary ticket marketplaces. Revenues and contribution margin are used by our Chief Operating Decision Maker (“CODM”) to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments. The following tables represent our segment information (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 130,542 $ 26,276 $ 156,818 $ 370,972 $ 64,312 $ 435,284 Cost of revenues (exclusive of depreciation and amortization shown separately below) 17,950 19,667 37,617 52,912 49,291 102,203 Marketing and selling 66,323 — 66,323 179,963 — 179,963 Contribution margin $ 46,269 $ 6,609 52,878 $ 138,097 $ 15,021 153,118 General and administrative 30,239 95,721 Depreciation and amortization 2,158 5,269 Change in fair value of contingent consideration ( 1,220 ) ( 1,220 ) Income from operations 21,701 53,348 Interest expense – net 2,901 9,542 Loss on extinguishment of debt — 4,285 Other income ( 65 ) ( 6,618 ) Income before income taxes $ 18,865 $ 46,139 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 120,465 $ 19,073 $ 139,538 $ 247,106 $ 32,044 $ 279,150 Cost of revenues (exclusive of depreciation and amortization shown separately below) 15,694 14,781 30,475 32,101 22,285 54,386 Marketing and selling 50,371 — 50,371 104,748 — 104,748 Contribution margin $ 54,400 $ 4,292 58,692 $ 110,257 $ 9,759 120,016 General and administrative 42,509 87,486 Depreciation and amortization 711 1,506 Income from operations 15,472 31,024 Interest expense – net 17,319 50,477 Loss before income taxes $ ( 1,847 ) $ ( 19,453 ) Substantially all of our sales occur, and assets reside, in the United States.

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	6. Leases On January 1, 2022, we adopted ASC 842 using a modified retrospective transition approach that allows for a cumulative-effect adjustment in the period of adoption without revising prior period presentation. Therefore, for reporting periods beginning after December 31, 2021, the financial statements are prepared in accordance with the current lease standard (ASC 842) and we elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (ASC 840). We elected the practical expedient package, which permits us to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and any initial direct costs for any existing leases as of the effective date. We determine if an arrangement is a lease at inception of a contract. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. As of September 30, 2022, the weighted average discount rate applied to the lease liabilities is approximatel y 7 % . Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets and rent expense for these short-term leases is recognized in General and administrative expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease costs were not material to our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022. We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All of our leases are classified as operating. At September 30, 2022, we had $ 8.2 million of ROU assets in Right-of-use assets — net, and the corresponding operating lease liabilities of $ 1.7 million recorded in Accrued expenses and other current liabilities and $ 13.7 million recorded in Long-term lease liabilities in the Condensed Consolidated Balance Sheets. Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five yea rs . The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised. As of September 30, 2022, the weighted average remaining minimum lease term is approximately nine years . Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded under General and administrative expenses in the Condensed Consolidated Statements of Operations. We elected not to separate lease and non-lease components. Our leases do not contain any material residual value guarantees or restrictive covenants. In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022, when we obtained control of the premises, and runs through December 31, 2033 with a 5-year renewal option. The aggregate lease payments for the initial term are approximately $ 16.2 million with no rent due until March 2024. The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $ 6.5 million towards the design and construction on the leased premises . As of September 30, 2022, we incurred leasehold improvement costs of $ 5.3 million related to the tenant improvement allowance. This amount is recorded in Property and equipment - net in the Condensed Consoli dated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $ 3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Condensed Consolidated Balance Sheets. Operating and variable lease expenses for the three and nine months ended September 30, 2022 were $ 1.1 million and $ 3.0 million , respectively. Cash payments for operating lease liabilities during the nine months ended September 30, 2022, which are included within the operating activities section in the Condensed Consolidated Statements of Cash Flows, were $ 2.6 million . Future lease payments at September 30, 2022 are as follows (in thousands): Operating Leases Remainder of 2022 $ 1,314 2023 906 2024 2,030 2025 2,450 2026 2,471 2027 2,436 Thereafter 12,300 Total remaining lease payments 23,907 Less: Imputed interest 7,385 Less: expected tenant improvement allowance 1,127 Present value of lease liabilities $ 15,395 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 $ 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Goodwill and Intangible Assets	7. Goodwill and Intangible Assets Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $ 16.9 million and $ 13.8 million at September 30, 2022 and December 31, 2021, respectively. At September 30, 2022 and December 31, 2021, accumulated amortization related to our developed technology was $ 7.5 million and $ 2.5 million , respectively. Our goodwill is included in our Marketplace segment. The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Acquisition adjustment ( 890 ) — ( 2,946 ) Capitalized development costs 8,988 — — Amortization ( 5,009 ) — — Balance at September 30, 2022 $ 16,934 $ 64,666 $ 715,258 Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 6,558 — — Amortization ( 1,480 ) — — Balance at September 30, 2021 $ 7,436 $ 64,666 $ 683,327 We had recorded $ 563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of September 30, 2022 and December 31, 2021. Amortization expense on our definite-lived intangible assets was $ 2.1 million and $ 5.0 million for the three and nine months ended September 30, 2022, respectively, and $ 0.7 million and $ 1.5 million for th e three and nine months ended September 30, 2021, respectively. Amortization expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	8. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2022 2021 Recovery of future customer compensation $ 24,169 $ 58,319 Insurance recovery asset 515 480 Prepaid expenses 10,153 9,573 Other current assets 191 4,132 Total prepaid expenses and other current assets $ 35,028 $ 72,504 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $ 34.2 million due to a reduction in the estimated rate of future cancellations as of September 30, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued marketing expense $ 29,512 $ 27,304 Accrued taxes 433 9,332 Accrued customer credits 103,781 119,355 Accrued future customer compensation 31,343 73,959 Accrued contingencies 6,813 12,686 Other current liabilities 31,675 38,520 Total accrued expenses and other current liabilities $ 203,557 $ 281,156 Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, which is recognized in proportion to the pattern of redemption for the customer credits. During the three and nine months ended September 30, 2022, $ 5.6 million and $ 22.9 million, respectively, of accrued customer credits were redeemed and we recognized $ 1.8 million and $ 5.0 million, respectively, of revenue from breakage. During the three and nine months ended September 30, 2021, $ 14.0 million and $ 40.3 million of accrued customer credits were redeemed and we recognize d $ 1.5 million and $ 4.3 million, respectively, of r evenue from breakage. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which co uld be material. During the three and nine months ended September 30, 2022, we recognized a net increase in revenue of $ 4.6 million and $ 4.5 million, respectively, and during the three and nine months ended September 30, 2021, we recognized a net increase in revenue of $ 7.6 million and $ 4.2 million , respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. Accrued future customer compensation decreased by $ 42.6 million due to a reduction in the estimated rate of future cancellations as of September 30, 2022. Accrued taxes decreased as we have historically accrued contingent sales tax expense in jurisdictions where we expected to remit sales tax payments for sales prior to collecting tax from customers which began in the second half of 2021. In the third quarter of 2022, we finalized the remaining open discussions with jurisdictions regarding the liability for uncollected sales tax and no longer have this contingent liability. Other current liabilities primarily decreased as a result of making sales tax payments for liabilities that were no longer deemed contingent as of December 31, 2021, but were not yet paid at that time. These payments represent the exposure for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The remaining historic sales tax liability payment was made in October 2022.

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	10. Debt Our outstanding debt is comprised of the following (in thousands): September 30, December 31, 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 273,625 — Total long-term debt, gross 273,625 465,712 Less: unamortized debt issuance costs ( 5,470 ) ( 5,580 ) Total long-term debt, net of issuance costs 268,155 460,132 Less: current portion ( 2,750 ) — Total long-term debt, net $ 265,405 $ 460,132 June 2017 Term Loans O n June 30, 2017, we entered into a $ 575.0 million first lien debt facility, comprised of a $ 50.0 million revolving facility and a $ 525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $ 185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $ 115.0 million on July 2, 2018. On October 28, 2019, we paid off the June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment of $ 148.2 million in connection with, and using the proceeds from, the merger transaction with Horizon Acquisition Corporation ("the Merger Transaction") and private investment in public equity financing (“PIPE Subscription”). On February 3, 2022, we repaid $ 190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $ 275.0 million term loan. The June 2017 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At December 31, 2021, the June 2017 First Lien Loan had a fair value of $ 465.1 million as compared to the carrying amount of $ 460.1 million. February 2022 First Lien Loan On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $ 275.0 million term loan (the "February 2022 First Lien Loan") with a maturity date of February 3, 2029 . In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $ 100.0 million and has a maturity date of February 3, 2027 . At September 30, 2022, we had no outstanding borrowings under our Revolving Facility. The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 Term Loans to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $ 0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25 %. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5 % floor. The effective interest rate on the February 2022 First Lien Loan was 6.68 % per annum at September 30, 2022. Our February 2022 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At September 30, 2022, the February 2022 First Lien Loan had a fair value of $ 259.9 million as compared to the carrying amount of $ 268.2 million . We are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of September 30, 2022, we were in compliance with all of our debt covenants related to the February 2022 First Lien Loan. Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $ 4.3 million for the nine months ended September 30, 2022, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. May 2020 First Lien Loan On May 22, 2020, we entered into a $ 260.0 million first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire t he revolving facility rel ated to the June 2017 First Lien Loan in full. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we paid off in full the May 2020 First Lien Loan balance.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2022
Investments, All Other Investments [Abstract]
Financial Instruments	11. Financial Instruments In Connection with the Merger Transaction, we issued warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $ 10.00 per unit and warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $ 15.00 per unit (collectively, "Hoya Intermediate Warrants") to Hoya Topco, LLC ("Hoya Topco"). The Hoya Intermediate Warrants are classified as Other Liabilities in the Condensed Consolidated Balance Sheets. A portion of the Hoya Intermediate Warrants consisting of warrants to purchase 1,000,000 Hoya Intermediate common units at exercise prices of $ 10.00 and $ 15.00 per unit, respectively, were issued in tandem with stock options issued by Vivid Seats Inc. to members of our management team (“Option Contingent Warrants”). The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a corresponding management option is for feited or expires unexercised. As of September 30, 2022, 0.1 million of the corresponding management options had been forfeited. Our Hoya Intermediate Warrants are exercisable for Hoya Intermediate common units, which allow for a potential cash redemption at the discretion of the unit holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Condensed Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $ 20.4 million, reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. The fair value of the Hoya Intermediate Warrants included Option Contingent Warrants of $ 1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the corresponding stock options based on historical forfeiture rates for Hoya Topco profits interests. The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: September 30, December 31, 2022 2021 Estimated volatility 40.0 % 36.0 % Expected term (years) 9.1 9.8 Risk-free rate 3.9 % 1.5 % Expected dividend yield 0.0 % 0.0 % For the three and nine months ended September 30, 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by less than $ 0.1 million and $ 6.6 million , respectively, which is presented in Other income on the Condensed Consolidated Statements of Operations. In connection with the Merger Transaction, we issued warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $ 11.50 per share ("Class A Public Warrants"). On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Class A Public Warrants to receive 0.240 shares of Class A common stock in exchange for each outstanding Class A Public Warrant (the “Offer”). On July 5, 2022, a total of 11,365,913 public warrants were tendered for 2,727,785 shares of Class A Common Stock (the “Exchange”). Following the Exchange, 6,766,853 public warrants remained outstanding. During the three and nine months ended September 30, 2022, zero and ten warrants were exercised, respectively. The exercise of the warrants are accounted for as a transaction within Additional paid-in capital in the Condensed Consolidated Balance Sheets. Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein. We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout, which we have settled. On January 5, 2022, we issued coupons to certain members of the class. Other members will be notified in 2022 that they are eligible to submit a claim for a coupon. As of September 30, 2022 and December 31, 2021, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date. We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving settlement of one of the lawsuits was entered by the court on November 1, 2021 . As such, after insurance, $ 4.5 million was funded to a claims settlement pool and is included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, we had accrued a liability of $ 1.9 million and $ 1.7 million, respectively, within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to these matters. We expect to recover some of these costs under our insurance policies and have separately recognized an insurance recovery asset of $ 0.5 million within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021. Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have already adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and are collecting tax, where required by statute. However, states or local governments may continue to adopt laws requiring that we calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in tax liabilities, including taxes on past sales, as well as penalties and interest. Based on our analysis of certain state regulations, specifically related to marketplace facilitators and ticket sales, we do not believe risk of loss is probable on historical revenue activities where tax has not already been remitted. We continuously monitor state regulations and will implement required collection and remittance procedures if and when we believe we are subject to such regulations. Share Repurchase Program On May 25, 2022, our board of directors authorized a share repurchase program of our Class A Common Stock of up to $ 40.0 million ("Program"). The Program will be effective until March 31, 2023. We may repurchase shares from time to time in open market transactions, through privately negotiated transactions or otherwise in accordance with applicable federal securities laws. The amount and timing of repurchases will depend upon market conditions and other factors including price. The Program does not obligate us to acquire any particular amount of stock, and it may be terminated, modified, or suspended at any time at our discretion. The Program commenced following the Exchange. As of September 30, 2022, we have repurchased 0.4 million shares of our Class A Common Stock for $ 3.1 million under the Program. The share repurchases are accounted for as Treasury stock in the Condensed Consolidated Balance Sheets.

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	13. Related-Party Transactions Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. We have the right to elect the board of directors of Vivid Cheers, which is currently formed by our executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with our financial results. We made no charitable contributions to Vivid Cheers during the three months ended September 30, 2022, and $ 0.6 million of charitable contributions to Vivid Cheers for the nine months ended September 30, 2022. We made charitable contributions to Vivid Cheers of $ 0.9 million and $ 1.8 million for the three and nine months ended September 30, 2021, respectively. We had no accrued charitable contributions pay able as of September 30, 2022 and had $ 1.3 million of accrued charitable contributions payable as of December 31, 2021.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	14. Income Taxes We recorded a valuation allowance against our net deferred tax asset as of December 31, 2021, March 31, 2022, and June 30, 2022. We expect to continue maintaining a full valuation allowance on our net deferred tax asset until there is sufficient positive evidence to support the reversal of all or some portion of this allowance. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 9 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion or the entirety of the valuation allowance will no longer be necessary to be recorded against our net deferred tax asset. Release of the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and an income tax benefit in the period in which the release of the valuation allowance is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of positive evidence becoming available. For the three and nine months ended September 30, 2022, we recorded $ 0.1 million and $ 0.2 million income tax expense in continuing operations, respectively. The September 30, 2022 income tax provision was primarily a result of state taxes. Prior to the Merger Transaction in the fourth quarter of 2021, we were structured as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the taxable income and losses were passed through to and included in the taxable income of its members. Accordingly, amounts related to income taxes were zero prior to the Merger Transaction, and we did not incur material amounts of income tax expense or have material income tax liability or deferred tax balances in 2021.

Equity Based Compensation

Equity Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	15. Equity Based Compensation The 2021 Incentive Award Plan ("2021 Plan") was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors and consultants. The 2021 Plan became effective on October 18, 2021 upon closing of the Merger Transaction. Restricted Stock Units ("RSUs") On March 11, 2022, we granted 1.4 million RSUs to certain employees at a weighted average grant date fair value of $ 10.26 per share. RSUs granted to employees vest over three years , with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. On May 12, 2022, we granted 0.1 million RSUs to certain employees at a weighted average grant date fair value of $ 7.71 per share. RSUs granted to employees vest over three years , with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. On Ju ne 7, 2022, we granted 0.1 million RSUs to directors at a weighted average grant date fair value of $ 8.85 per share. RSUs granted to directors fully vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of the grant and (ii) the one-year anniversary of the grant date, subject to the directors' continued service on the Board. On August 12 , 2022, we granted 0.1 million RSUs to certain employees at a weighted average grant date fair value of $ 9.62 per share. RSUs granted to employees vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. We account for forfeitures of outstanding, but unvested grants, in the period they occur. During the three and nine months ended September 30, 2022, there were 0.2 million and 0.3 million RSUs forfeited. At September 30, 2022, We had 2.6 million total RSUs outstanding and 1.4 million RSUs were outstanding at December 31, 2021. Stock options On March 11, 2022, we gr anted 2.6 millio n stock options at an exercise price of $ 10.26 to certain employees. The grant date fair value is $ 3.99 per option. Stock options provide for the purchase of shares of our Class A Common Stock in the future at an exercise price set on the grant date. These stock options vest over three years , with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter. The stock options have a contractual term of ten years from the date of the grant, subject to the employee’s continued employment through the applicable vesting date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes model. The following assumptions were used to calculate the fair value of our stock awards on March 11, 2022: Volatility 37.5 % Expected term (years) 5.9 Interest rate 2.0 % Dividend yield 0.0 % At September 30, 2022, there were approximately 6.2 million total stock options outstanding and 4.1 million stock options were outstanding as of December 31, 2021. No stock options were exercised during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, there were approximately 0.4 million stock options forfeited. Compensation expense For the three and nine months ended September 30, 2022, equity-based compensation expense related to RSUs was $ 2.3 million and $ 6.0 million, respectively, compared to zero for the three and nine months ended September 30, 2021. Unrecognized compensation expense relating to unvested RSUs as of September 30, 2022, was approximately $ 28 million. For the three and nine months ended September 30, 2022, equity-based compensation expense related to stock options was $ 1.7 million and $ 4.6 million, respectively, compared to zero for the three and nine months ended September 30, 2021. Unrecognized compensation expense relating to unvested stock options as of September 30, 2022, was approximately $ 20 million. For the three and nine months ended September 30, 2022, equity-based compensation expense related to profit interests was $ 1.1 million and $ 3.4 million, respectively, compared to $ 1.2 million and $ 3.5 million for the three and nine months ended September 30, 2021.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Earnings Per Share	16. Earnings Per Share Class B common stock does not have economic rights in the Company and as a result, is not considered a participating security for basic and diluted income (loss) per share. As such, basic and diluted income (loss) per share of Class B common stock has not been presented. The following tables set forth the computation of basic and diluted net income per share of Class A Common Stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Numerator—basic: Net income $ 18,747 $ 45,945 Less: Income attributable to redeemable noncontrolling interests 11,084 27,368 Net income attributable to Class A Common Stockholders—basic 7,663 18,577 Denominator—basic: Weighted average Class A common stock outstanding—basic 81,996,447 80,145,329 Net income per Class A common stock—basic $ 0.09 $ 0.23 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 7,663 $ 18,577 Net income effect of dilutive securities: Effect of Noncontrolling Interest — 27,368 Effect of RSUs 1 — Net income attributable to Class A Common Stockholders—diluted 7,664 45,945 Denominator—diluted: Weighted average Class A common stock outstanding—basic 81,996,447 80,145,329 Weighted average effect of dilutive securities: Effect of Noncontrolling Interest — 118,200,000 Effect of Exercise Warrants — 345,208 Effect of RSUs 27,016 19,232 Weighted average Class A common stock outstanding—diluted 82,023,463 198,709,769 Net income per Class A common stock—diluted $ 0.09 $ 0.23 Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 RSUs 2,446,014 1,273,638 Stock options 6,239,307 6,239,307 Class A Warrants 13,286,644 13,286,644 Exercise Warrants 34,000,000 17,000,000 Hoya Intermediate Warrants 6,000,000 6,000,000 Noncontrolling Interest 118,200,000 — We analyzed the calculation of income (loss) per share for periods prior to the Merger Transaction and determined that it resulted in values that would not be meaningful to the users of the condensed consolidated financial statements. Therefore, income (loss) per share information has not been presented for periods prior to the Merger Transaction.

Summary of Significant Accounti

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
COVID-19 Update	COVID-19 Update Beginning in the second quarter of 2021, and continuing through the third quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease. While we have experienced recovery from the COVID-19 pandemic, given the emergence of new variants and continued infectious cases, uncertainty remains. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic worsen, our financial condition, cash flows, and results of operations may be further materially impacted.

Business Acquisition (Tables)

Business Acquisition (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed	The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 48 Restricted cash 245 Accounts receivable 78 Prepaid expenses and other current assets 60 Intangible assets 4,430 Goodwill 31,931 Accounts payable ( 1,180 ) Accrued expenses and other current liabilities ( 677 ) Net assets acquired $ 34,935
Schedule of Purchase Consideration	The following table summarizes the purchase consideration (in thousands): Fair value of common stock $ 21,306 Cash consideration 759 Fair value of milestone payments 9,470 Fair value of earnouts 3,400 Total purchase consideration $ 34,935
Schedule of Components of Intangible Assets Acquired	Cost Estimated Useful Life Customer relationships $ 1,530 2 years Developed technology 2,900 5 years Total acquired intangible assets $ 4,430

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2022
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Schedule of Market Place Revenues	Marketplace revenues consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Marketplace revenues: Owned Properties $ 106,597 $ 96,169 $ 288,827 $ 198,900 Private Label 23,945 24,296 82,145 48,206 Total Marketplace revenues $ 130,542 $ 120,465 $ 370,972 $ 247,106 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Marketplace revenues: Concerts $ 63,802 $ 55,343 $ 188,291 $ 112,200 Sports 52,812 53,485 143,012 115,628 Theater 13,526 11,131 37,997 18,429 Other 402 506 1,672 849 Total Marketplace revenues $ 130,542 $ 120,465 $ 370,972 $ 247,106

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Schedule of Segment Information	The following tables represent our segment information (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 130,542 $ 26,276 $ 156,818 $ 370,972 $ 64,312 $ 435,284 Cost of revenues (exclusive of depreciation and amortization shown separately below) 17,950 19,667 37,617 52,912 49,291 102,203 Marketing and selling 66,323 — 66,323 179,963 — 179,963 Contribution margin $ 46,269 $ 6,609 52,878 $ 138,097 $ 15,021 153,118 General and administrative 30,239 95,721 Depreciation and amortization 2,158 5,269 Change in fair value of contingent consideration ( 1,220 ) ( 1,220 ) Income from operations 21,701 53,348 Interest expense – net 2,901 9,542 Loss on extinguishment of debt — 4,285 Other income ( 65 ) ( 6,618 ) Income before income taxes $ 18,865 $ 46,139 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 120,465 $ 19,073 $ 139,538 $ 247,106 $ 32,044 $ 279,150 Cost of revenues (exclusive of depreciation and amortization shown separately below) 15,694 14,781 30,475 32,101 22,285 54,386 Marketing and selling 50,371 — 50,371 104,748 — 104,748 Contribution margin $ 54,400 $ 4,292 58,692 $ 110,257 $ 9,759 120,016 General and administrative 42,509 87,486 Depreciation and amortization 711 1,506 Income from operations 15,472 31,024 Interest expense – net 17,319 50,477 Loss before income taxes $ ( 1,847 ) $ ( 19,453 )

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Summary of Future lease payments	Future lease payments at September 30, 2022 are as follows (in thousands): Operating Leases Remainder of 2022 $ 1,314 2023 906 2024 2,030 2025 2,450 2026 2,471 2027 2,436 Thereafter 12,300 Total remaining lease payments 23,907 Less: Imputed interest 7,385 Less: expected tenant improvement allowance 1,127 Present value of lease liabilities $ 15,395 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 $ 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Schedule of Goodwill and Intangible Assets	The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Acquisition adjustment ( 890 ) — ( 2,946 ) Capitalized development costs 8,988 — — Amortization ( 5,009 ) — — Balance at September 30, 2022 $ 16,934 $ 64,666 $ 715,258 Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 6,558 — — Amortization ( 1,480 ) — — Balance at September 30, 2021 $ 7,436 $ 64,666 $ 683,327

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2022 2021 Recovery of future customer compensation $ 24,169 $ 58,319 Insurance recovery asset 515 480 Prepaid expenses 10,153 9,573 Other current assets 191 4,132 Total prepaid expenses and other current assets $ 35,028 $ 72,504

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Summary of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued marketing expense $ 29,512 $ 27,304 Accrued taxes 433 9,332 Accrued customer credits 103,781 119,355 Accrued future customer compensation 31,343 73,959 Accrued contingencies 6,813 12,686 Other current liabilities 31,675 38,520 Total accrued expenses and other current liabilities $ 203,557 $ 281,156

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Summary of Outstanding debt	Our outstanding debt is comprised of the following (in thousands): September 30, December 31, 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 273,625 — Total long-term debt, gross 273,625 465,712 Less: unamortized debt issuance costs ( 5,470 ) ( 5,580 ) Total long-term debt, net of issuance costs 268,155 460,132 Less: current portion ( 2,750 ) — Total long-term debt, net $ 265,405 $ 460,132

Financial Instruments (Tables)

Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2022
Investments, All Other Investments [Abstract]
Summary of Fair Value of Option Contingent Warrants	The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: September 30, December 31, 2022 2021 Estimated volatility 40.0 % 36.0 % Expected term (years) 9.1 9.8 Risk-free rate 3.9 % 1.5 % Expected dividend yield 0.0 % 0.0 %

Equity Based Compensation (Tabl

Equity Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Fair Value Assumptions for Stock Option at the Date of Grant	The following assumptions were used to calculate the fair value of our stock awards on March 11, 2022: Volatility 37.5 % Expected term (years) 5.9 Interest rate 2.0 % Dividend yield 0.0 %

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following tables set forth the computation of basic and diluted net income per share of Class A Common Stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Numerator—basic: Net income $ 18,747 $ 45,945 Less: Income attributable to redeemable noncontrolling interests 11,084 27,368 Net income attributable to Class A Common Stockholders—basic 7,663 18,577 Denominator—basic: Weighted average Class A common stock outstanding—basic 81,996,447 80,145,329 Net income per Class A common stock—basic $ 0.09 $ 0.23 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 7,663 $ 18,577 Net income effect of dilutive securities: Effect of Noncontrolling Interest — 27,368 Effect of RSUs 1 — Net income attributable to Class A Common Stockholders—diluted 7,664 45,945 Denominator—diluted: Weighted average Class A common stock outstanding—basic 81,996,447 80,145,329 Weighted average effect of dilutive securities: Effect of Noncontrolling Interest — 118,200,000 Effect of Exercise Warrants — 345,208 Effect of RSUs 27,016 19,232 Weighted average Class A common stock outstanding—diluted 82,023,463 198,709,769 Net income per Class A common stock—diluted $ 0.09 $ 0.23
Summary of Potentially Dilutive Securities	The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 RSUs 2,446,014 1,273,638 Stock options 6,239,307 6,239,307 Class A Warrants 13,286,644 13,286,644 Exercise Warrants 34,000,000 17,000,000 Hoya Intermediate Warrants 6,000,000 6,000,000 Noncontrolling Interest 118,200,000 —

New Accounting Standards (Addit

New Accounting Standards (Additional Information) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022
Accounting Policies [Abstract]
Recognized operating lease assets		$ 6,600
Total operating lease liabilities	$ 23,907	8,100
Operating Lease, Liability, Current		3,000
Right of use assets adjusted balance		$ 1,500

Business Acquisition - Addition

Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions		3 Months Ended	9 Months Ended
	Dec. 13, 2021	Sep. 30, 2022	Sep. 30, 2022	Oct. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Future Milestone Payments				$ 200
Goodwill		$ 715,258	$ 715,258		$ 718,204
Class A Common Stock
Business Acquisition [Line Items]
Future Milestone Payments				$ 300
Betcha
Business Acquisition [Line Items]
Acquisition Date	Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired	100%
Cash consideration	$ 759
Cash Earnouts	3,400	1,200	1,200
Future Milestone Payments	9,500
Fair value of milestone payments	9,470		2,600
Definite-lived intangible assets		900	900
Goodwill	31,931	$ 2,900	$ 2,900
Betcha | Class A Common Stock
Business Acquisition [Line Items]
Cash consideration	$ 800
Stock Issued During Period, Shares, Acquisitions	2.1

Business Acquisition - Schedule

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 13, 2021
Business Acquisition [Line Items]
Accounts receivable	$ 40,494	$ 36,124
Prepaid expenses and other current assets	35,028	72,504
Goodwill	715,258	718,204
Accrued expenses and other current liabilities	(31,675)	$ (38,520)
Betcha
Business Acquisition [Line Items]
Cash			$ 48
Restricted cash			245
Accounts receivable			78
Prepaid expenses and other current assets			60
Intangible assets			4,430
Goodwill	$ 2,900		31,931
Accounts payable			(1,180)
Accrued expenses and other current liabilities			(677)
Net assets acquired			$ 34,935

Business Acquisition - Schedu_2

Business Acquisition - Schedule of Purchase Consideration (Details) - Betcha - USD ($) $ in Thousands		9 Months Ended
	Dec. 13, 2021	Sep. 30, 2022
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306
Cash consideration	759
Fair value of milestone payments	9,470	$ 2,600
Fair value of earnouts	3,400
Business Combination, Consideration Transferred, Total	$ 34,935

Business Acquisition - Schedu_3

Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) - Betcha $ in Thousands	Dec. 13, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 4,430
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 1,530
Estimated useful life	2 years
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Intangible assets	$ 2,900
Estimated useful life	5 years

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Marketplace revenues:
Total Marketplace revenues	$ 130,542	$ 120,465	$ 370,972	$ 247,106
Owned Properties
Marketplace revenues:
Total Marketplace revenues	106,597	96,169	288,827	198,900
Private Label
Marketplace revenues:
Total Marketplace revenues	23,945	24,296	82,145	48,206
Concerts
Marketplace revenues:
Total Marketplace revenues	63,802	55,343	188,291	112,200
Sports
Marketplace revenues:
Total Marketplace revenues	52,812	53,485	143,012	115,628
Theater
Marketplace revenues:
Total Marketplace revenues	13,526	11,131	37,997	18,429
Other
Marketplace revenues:
Total Marketplace revenues	$ 402	$ 506	$ 1,672	$ 849

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Related Parties	$ 26,300	$ 19,100	$ 64,300	$ 32,000
Deferred revenue	33,631		33,631		$ 25,139	$ 6,000
Deferred Revenue, Revenue Recognized	$ 1,200	$ 1,000	$ 7,200	$ 2,600

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Revenues	$ 156,818	$ 139,538	$ 435,284	$ 279,150
Cost of revenues (exclusive of depreciation and amortization shown separately below)	37,617	30,475	102,203	54,386
General and administrative	30,239	42,509	95,721	87,486
Depreciation and amortization	2,158	711	5,269	1,506
Change in fair value of contingent consideration	1,220	0	1,220	0
Income from operations	21,701	15,472	53,348	31,024
Interest expense – net	2,901	17,319	9,542	50,477
Loss on extinguishment of debt	0	0	(4,285)	0
Other income	(100)		(6,600)
Income (loss) before income taxes	18,865	(1,847)	46,139	(19,453)
Marketplace
Segment Reporting Information [Line Items]
Revenues	130,542	120,465	370,972	247,106
Cost of revenues (exclusive of depreciation and amortization shown separately below)	17,950	15,694	52,912	32,101
Marketing and selling	66,323	50,371	179,963	104,748
Contribution margin	46,269	54,400	138,097	110,257
Resale
Segment Reporting Information [Line Items]
Revenues	26,276	19,073	64,312	32,044
Cost of revenues (exclusive of depreciation and amortization shown separately below)	19,667	14,781	49,291	22,285
Marketing and selling	0	0	0	0
Contribution margin	6,609	4,292	15,021	9,759
Consolidated
Segment Reporting Information [Line Items]
Revenues	156,818	139,538	435,284	279,150
Cost of revenues (exclusive of depreciation and amortization shown separately below)	37,617	30,475	102,203	54,386
Marketing and selling	66,323	50,371	179,963	104,748
Contribution margin	52,878	58,692	153,118	120,016
General and administrative	30,239	42,509	95,721	87,486
Depreciation and amortization	2,158	711	5,269	1,506
Change in fair value of contingent consideration	1,220		1,220
Income from operations	21,701	15,472	53,348	31,024
Interest expense – net	2,901	17,319	9,542	50,477
Loss on extinguishment of debt	0		4,285
Other income	(65)		(6,618)
Income (loss) before income taxes	$ 18,865	$ (1,847)	$ 46,139	$ (19,453)

Leases (Additional Information)

Leases (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Leases [Abstract]
Weighted average discount rate	7%	7%
initial term	12 months	12 months
Right-of-use assets - net	$ 8,249	$ 8,249		$ 0
Right-of-use assets obtained in exchange for lease obligations		3,406	$ 0
Operating lease liabilities	$ 1,700	$ 1,700		26,051
Weighted remaining average minimum lease term	9 years	9 years
Accrued expenses and other current liabilities	$ 13,700	$ 13,700
Renewal lease term	5 years	5 years
lease payments		$ 2,600		16,200
Lease Rent				0
Tenant Improvement Allowance	$ 6,500	6,500
leasehold improvement costs		5,300
Operating and variable lease expenses	$ 1,100	3,000
Cash payments for operating lease liabilities		$ 2,600		$ 16,200

Leases - Future lease payments

Leases - Future lease payments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
Remainder Of 2022	$ 1,314
2023	906
2024	2,030
2025	2,450
2026	2,471
2027	2,436
Thereafter	12,300
Total remaining lease payments	23,907	$ 8,100
Less : Imputed interest	7,385
Less: expected tenant improvement allowance	1,127
Present value of lease liabilities	15,395
2022			$ 3,437
2023			905
2024			2,038
2025			2,458
2026			2,477
Thereafter			14,736
Total remaining lease payments	$ 1,700		$ 26,051

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill [Line Items]
Amortization of intangible assets	$ 2.1	$ 0.7	$ 5	$ 1.5
Impairment			563.2		$ 563.2
Developed Technology
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	16.9		16.9		13.8
Accumulated amortization	$ 7.5		$ 7.5		$ 2.5

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	$ 718,204	$ 683,327
Acquisition adjustment	(2,946)
Capitalized development costs	0	0
Amortization	0	0
Ending balance	715,258	683,327
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	13,845	2,358
Acquisition adjustment	(890)
Capitalized development costs	8,988	6,558
Amortization	(5,009)	(1,480)
Ending balance	16,934	7,436
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666	64,666
Acquisition adjustment	0
Capitalized development costs	0	0
Amortization	0	0
Ending balance	$ 64,666	$ 64,666

Impairments - Summary of Impair

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 715,258	$ 718,204
Property and equipment - net	$ 8,843	$ 1,082

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 24,169	$ 58,319
Insurance recovery asset	515	480
Prepaid expenses	10,153	9,573
Other current assets	191	4,132
Total prepaid expenses and other current assets	$ 35,028	$ 72,504

Prepaid Expenses and Other Cu_4

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 34.2

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 29,512	$ 27,304
Accrued taxes	433	9,332
Accrued customer credits	103,781	119,355
Accrued future customer compensation	31,343	73,959
Accrued Contingencies	6,813	12,686
Other current liabilities	31,675	38,520
Total accrued expenses and other current liabilities	$ 203,557	$ 281,156

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 5,600		$ 14,000	$ 22,900	$ 40,300
Revenue from breakage	1,800		1,500	5,000	4,300
Increase and decrease in revenue	$ 4,600		$ 7,600	4,500	$ 4,200
Distributions to non-controlling interest		$ (4,108)
Decrease in accrued personnel expenses				$ 42,600
Future Milestone Payments						$ 200

Debt - Summary of Outstanding D

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 273,625	$ 465,712
Less: unamortized debt issuance costs	(5,470)	(5,580)
Total long-term debt, net of issuance costs	268,155	460,132
Less: current portion	2,750	0
Total long-term Debt, net	265,405	460,132
June 2017 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	0	465,712
February 2022 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 273,625	$ 0

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 03, 2022	Jun. 30, 2017	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 18, 2021	May 22, 2020	Jul. 02, 2018
Line of Credit Facility [Line Items]
Loss on extinguishment of debt			$ 0	$ 0	$ (4,285,000)	$ 0
Amortization payments					819,000	$ 4,120,000
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000	$ 575,000,000
Line of Credit Up-sized										$ 115,000,000
Repayments of debt	190,700,000
February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000
Fair value			259,900,000		259,900,000
Loss on extinguishment of debt					4,300,000
Carrying amount			$ 268,200,000		$ 268,200,000
Maturity date					Feb. 03, 2029
Amortization payments					$ 700,000
Effective interest rate			6.68%		6.68%
May 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit									$ 260,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Proceeds from Revolving Facility		50,000,000
Revolving Credit Facility | February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Proceeds from Revolving Facility					$ 100,000,000
Loan maturity date			Feb. 03, 2027		Feb. 03, 2027
Outstanding Borrowings					$ 0
Loans Payable [Member] | June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit		525,000,000
Loans Payable [Member] | June 2017 Second Lien-Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit		$ 185,000,000
Merger Transaction
Line of Credit Facility [Line Items]
Loan principal payments								$ 148,200,000
SOFR Rate | February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Effective interest rate			3.25%		3.25%
Floor Rate			0.50%		0.50%
Recurring | Level 2 | June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Fair value							$ 465,100,000
Carrying amount							$ 460,100,000

Financial Instruments - Additio

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended	9 Months Ended
	Jul. 05, 2022	May 26, 2022	Sep. 30, 2022	Sep. 30, 2022
Schedule Of Available For Sale Securities [Line Items]
Other Expenses			$ 0.1	$ 6.6
Stock value issued for exercise of warrants			1,000,000	1,000,000
Derivative warrant liability			$ 20.4	$ 20.4
Fair value of option contingent warrants				$ 1.6
Fair value of option contingent forfeited				100,000
Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants			3,000,000	3,000,000
Warrant exercise price per share			$ 10	$ 10
Class of warrants outstanding	11,365,913
Common Stock | Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants			3,000,000	3,000,000
Warrant exercise price per share			$ 15	$ 15
Class A Common Stock
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by each public warrant outstanding	240
Common stock shares issued	2,727,785
Class A Common Stock | Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share		$ 11.50
Class of warrants outstanding		6,766,853
Warrant to purchase shares issue		18,132,776
Minimum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share			10	10
Maximum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share			$ 15	$ 15

Financial Instruments - Summary

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Estimated volatility	40%	36%
Expected term (years)	9 years 1 month 6 days	9 years 9 months 18 days
Risk-free rate	3.90%	1.50%
Expected dividend yield	0%	0%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2022	May 25, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities	$ 13.7
Termination date	Nov. 01, 2021
Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool	$ 4.5
Insurance recovery assets	0.5		$ 0.5
Share Repurchase Program | Class A Common Stock
Share repurchase program, authorized amount	$ 3.1
Number of shares authorized to be repurchased	0.4
Share Repurchase Program | Directors
Share repurchase program, authorized amount		$ 40
Accrued Liabilities [Member]
Accrued liabilities	$ 1.9		$ 1.7

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) - Vivid Cheers [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 0	$ 900,000	$ 600,000	$ 1,800,000
Accrued charitable contributions payable	$ 0		$ 0		$ 1,300,000

Income Taxes (Additional Inform

Income Taxes (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense in continuing operations	$ 0.1	$ 0.2

Equity Based Compensation (Addi

Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions					3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 12, 2022	Jun. 07, 2022	May 12, 2022	Mar. 11, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Granted									4.1
Shares Outstanding					6.2		6.2
stock options forfeited					0.4		0.4
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted in period	0.1	0.1	0.1	1.4
Vesting period			3 years
Stock options forfeited					0.2		0.3
Weighted average grant date fair value	$ 9.62	$ 8.85	$ 7.71	$ 10.26
Shares Outstanding					2.6		2.6		1.4
Unrecognized compensation expense							$ 28
Equity-based compensation expense					$ 2.3	$ 0	$ 6	$ 0
RSUs | Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				3 years
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term							10 years
Shares Granted				2.6
Weighted average grant date fair value				$ 3.99
Unrecognized compensation expense							$ 20
Equity-based compensation expense					1.7	0	4.6	0
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option Exercise Price				$ 10.26
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense					$ 1.1	$ 1.2	$ 3.4	$ 3.5

Equity Based Compensation - Fai

Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	9 Months Ended
	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	37.50%
Expected term (years)	5 years 10 months 24 days
Interest rate	2%
Dividend yield	0%

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator for earnings per share calculation
Net income		$ 18,747		$ 45,945
Less: Income attributable to redeemable noncontrolling interests		11,084		27,368
Net income attributable to Class A Common Stockholders-diluted		7,663	$ 0	18,577	$ 0
Net Income (Loss) Available to Common Stockholders, Basic, Total		$ 18,747		$ 45,945
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	[1]	81,996,447		80,145,329
Weighted Average Number of Shares Outstanding, Diluted	[1]	82,023,463		198,709,769
Basic EPS
Net income attributable to Class A Common Stockholders-basic		$ 18,747		$ 45,945
Effect of Noncontrolling Interest		0		27,368
Effect of RSUs		1		0
Net income per Class A common stock-basic	[1]	$ 0.09		$ 0.23
Diluted EPS
Net Income (Loss) Available to Common Stockholders, Diluted		$ 7,663	$ 0	$ 18,577	$ 0
Effect of Noncontrolling Interest		0		118,200,000
Effect of Exercise Warrants		0		345,208
Net income per Class A common stock-diluted	[1]	$ 0.09		$ 0.23
Subsidiaries [Member]
Basic EPS
Effect of RSUs		27,016		19,232
Common Class A [Member]
Numerator for earnings per share calculation
Net income		$ 7,663		$ 18,577
Net income attributable to Class A Common Stockholders-diluted		7,664		45,945
Net Income (Loss) Available to Common Stockholders, Basic, Total		$ 7,663		$ 18,577
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic		81,996,447		80,145,329
Weighted Average Number of Shares Outstanding, Diluted		82,023,463		198,709,769
Basic EPS
Net income attributable to Class A Common Stockholders-basic		$ 7,663		$ 18,577
Net income per Class A common stock-basic		$ 0.09		$ 0.23
Diluted EPS
Net Income (Loss) Available to Common Stockholders, Diluted		$ 7,664		$ 45,945
Net income per Class A common stock-diluted		$ 0.09		$ 0.23
[1] There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date.

Earnings Per Share - Summary of

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Noncontrolling Interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	118,200,000	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	2,446,014	1,273,638
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,239,307	6,239,307
Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	13,286,644
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	17,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,000,000	6,000,000

Warrants (Additional Informatio

Warrants (Additional Information) (Details) - $ / shares	Jul. 05, 2022	Sep. 30, 2022	May 26, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Stock value issued for exercise of warrants		1,000,000
Warrants
Class of Stock [Line Items]
Warrant exercise price per share		$ 10
Stock value issued for exercise of warrants		3,000,000
Class of warrants outstanding	11,365,913
Class A Common Stock
Class of Stock [Line Items]
Number of securities called by each public warrant outstanding	240
Common stock, par value		$ 0.0001		$ 0.0001
Common stock shares issued	2,727,785
Class A Common Stock | Warrants
Class of Stock [Line Items]
Warrant exercise price per share			$ 11.50
Class of warrants outstanding			6,766,853

Subsequent events - Additional

Subsequent events - Additional Information (Details) - $ / shares	Jul. 05, 2022	Sep. 30, 2022	May 26, 2022
Warrants
Subsequent Event [Line Items]
Outstanding public warrants to receive		$ 10
Class of warrants outstanding	11,365,913
Class A Common Stock
Subsequent Event [Line Items]
Number of securities called by each public warrant outstanding	240
Common stock shares issued	2,727,785
Class A Common Stock | Warrants
Subsequent Event [Line Items]
Outstanding public warrants to receive			$ 11.50
Class of warrants outstanding			6,766,853