0001104659-21-149306 | 10-Q/A | XBRL Viewer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 08, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3562323
Entity Address, Address Line One	18000 Studebaker Rd.
Entity File Number	001-39248
Entity Address, City or Town	Cerritos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90703
City Area Code	213
Local Phone Number	760-1328
Entity Registrant Name	ONCOLOGY INSTITUTE, INC.
Entity Central Index Key	0001799191
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	Amendment No. 1
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TOI
Security Exchange Name	NASDAQ
Redeemable warrants each whole warrant exercisable for one share of common stock
Document Information [Line Items]
Title of 12(b) Security	Reedemable warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol	TOIIW
Security Exchange Name	NASDAQ
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED CONSOLIDATED BALANCE SHEETS $ in Millions	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Current assets:
Cash	$ 204,865	$ 916,987
Prepaid expenses	82,245	152,474
Total current assets	287,110	1,069,461
Cash and investments held in Trust Account	230,012,623	230,254,149
Total Assets	230,299,733	231,323,610
Current liabilities:
Accounts payable	961,084
Accrued expenses	2,625,925	50,000
Accrued expenses - related parties	17,500	17,500
Franchise tax payable	29,639	200,050
Total current liabilities	3,634,148	267,550
Deferred underwriting commissions	6,300,000	6,300,000
Derivative warrant liabilities	15,268,170	18,791,170
Total liabilities	25,202,318	25,358,720
Commitments and Contingencies
Class A common stock subject to possible redemption	230,000,000	230,000,000
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(24,903,160)	(24,035,685)
Total stockholders' equity (deficit)	(24,902,585)	(24,035,110)
Total Liabilities, Class A Common Stock Subject to Possible	230,299,733	231,323,610
Class A common stock
Commitments and Contingencies
Class A common stock subject to possible redemption	230,000,000
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 575	$ 575

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares issued	23,000,000	23,000,000
Common stock, shares outstanding	23,000,000	23,000,000
Class A common stock
Temporary equity, shares subject to possible redemption	$ 0.0001	$ 0.0001
Temporary equity, shares subject to possible redemption	23,000,000	23,000,000
Temporary equity, redemption price per share	$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
General and administrative expenses	$ 1,472,921	$ 95,980	$ 4,141,810	$ 208,562
General and administrative expenses - related party	52,500	52,500	157,500	122,500
Franchise tax expense	50,411	50,000	149,639	149,750
Loss from operations	(1,575,832)	(198,480)	(4,448,949)	(480,812)
Other income (expense)
Interest income from investments in Trust Account	5,798	73,393	58,474	194,901
Change in fair value of derivative warrant liabilities	1,138,000	(2,279,000)	3,523,000	(5,198,670)
Financing cost - derivative warrant liabilities				(315,080)
Loss before income tax expense	(432,034)	(2,404,087)	(867,475)	(5,799,661)
Income tax expense		12,573		12,573
Net loss	$ (432,034)	$ (2,416,660)	$ (867,475)	$ (5,812,234)
Class A common stock
Other income (expense)
Weighted average shares outstanding of Class A common stock, basic and diluted	23,000,000	23,000,000	23,000,000	16,956,204
Weighted average shares outstanding of Class B common stock, basic	23,000,000	23,000,000	23,000,000	16,956,204
Weighted average shares outstanding of Class B common stock, diluted	23,000,000	23,000,000	23,000,000	16,956,204
Basic and diluted net loss per share	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)
Class B common stock
Other income (expense)
Weighted average shares outstanding of Class B common stock, basic	5,750,000	5,750,000	5,750,000	5,552,920
Weighted average shares outstanding of Class B common stock, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic and diluted net loss per share	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock Class B common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2019	$ 575	$ 24,425	$ (2,300)	$ 22,700
Beginning balance (in shares) at Dec. 31, 2019	5,750,000
Changes in Stockholders' Equity
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities		1,120,000		1,120,000
Accretion of Class A common stock to redemption amount		(1,144,425)	(15,693,481)	(16,837,906)
Net income (loss)			(776,839)	(776,839)
Ending balance at Mar. 31, 2020	$ 575		(16,472,620)	(16,472,045)
Ending balance (in shares) at Mar. 31, 2020	5,750,000
Beginning balance at Dec. 31, 2019	$ 575	$ 24,425	(2,300)	22,700
Beginning balance (in shares) at Dec. 31, 2019	5,750,000
Changes in Stockholders' Equity
Net income (loss)				(5,812,234)
Ending balance at Sep. 30, 2020	$ 575		(21,508,015)	(21,507,440)
Ending balance (in shares) at Sep. 30, 2020	5,750,000
Beginning balance at Mar. 31, 2020	$ 575		(16,472,620)	(16,472,045)
Beginning balance (in shares) at Mar. 31, 2020	5,750,000
Changes in Stockholders' Equity
Net income (loss)			(2,618,735)	(2,618,735)
Ending balance at Jun. 30, 2020	$ 575		(19,091,355)	(19,090,780)
Ending balance (in shares) at Jun. 30, 2020	5,750,000
Changes in Stockholders' Equity
Net income (loss)			(2,416,660)	(2,416,660)
Ending balance at Sep. 30, 2020	$ 575		(21,508,015)	(21,507,440)
Ending balance (in shares) at Sep. 30, 2020	5,750,000
Beginning balance at Dec. 31, 2020	$ 575		(24,035,685)	(24,035,110)
Beginning balance (in shares) at Dec. 31, 2020	5,750,000
Changes in Stockholders' Equity
Net income (loss)			5,685,300	5,685,300
Ending balance at Mar. 31, 2021	$ 575		(18,350,385)	(18,349,810)
Ending balance (in shares) at Mar. 31, 2021	5,750,000
Beginning balance at Dec. 31, 2020	$ 575		(24,035,685)	(24,035,110)
Beginning balance (in shares) at Dec. 31, 2020	5,750,000
Changes in Stockholders' Equity
Net income (loss)				(435,441)
Ending balance at Jun. 30, 2021	$ 575		(24,471,126)	(24,470,551)
Ending balance (in shares) at Jun. 30, 2021	5,750,000
Beginning balance at Dec. 31, 2020	$ 575		(24,035,685)	(24,035,110)
Beginning balance (in shares) at Dec. 31, 2020	5,750,000
Changes in Stockholders' Equity
Net income (loss)				(867,475)
Ending balance at Sep. 30, 2021	$ 575		(24,903,160)	(24,902,585)
Ending balance (in shares) at Sep. 30, 2021	5,750,000
Beginning balance at Mar. 31, 2021	$ 575		(18,350,385)	(18,349,810)
Beginning balance (in shares) at Mar. 31, 2021	5,750,000
Changes in Stockholders' Equity
Net income (loss)			(6,120,741)	(6,120,741)
Ending balance at Jun. 30, 2021	$ 575		(24,471,126)	(24,470,551)
Ending balance (in shares) at Jun. 30, 2021	5,750,000
Changes in Stockholders' Equity
Net income (loss)			(432,034)	(432,034)
Ending balance at Sep. 30, 2021	$ 575		$ (24,903,160)	$ (24,902,585)
Ending balance (in shares) at Sep. 30, 2021	5,750,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)			$ (867,475)	$ (5,812,234)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	$ (5,798)	$ (73,393)	(58,474)	(194,901)
Financing cost - derivative warrant liabilities				315,080
Change in fair value of derivative warrant liabilities	(1,138,000)	2,279,000	(3,523,000)	5,198,670
Changes in operating assets and liabilities:
Prepaid expenses			70,229	(202,187)
Accounts payable			961,084	1,329
Accrued expenses			2,575,925	26,500
Accrued expenses - related parties				17,500
Franchise tax payable			(170,411)	149,300
Net cash provided by (used in) investing activities			(1,012,122)	(500,943)
Cash Flows from Investing Activities
Cash deposited in Trust Account				(230,000,000)
Investment income released from Trust Account for working capital			300,000
Net cash used in investing activities			300,000	(230,000,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross				230,000,000
Proceeds received from private placement				(4,125,486)
Offering costs paid				5,600,000
Net cash provided by financing activities				231,474,514
Net change in cash			(712,122)	973,571
Cash - beginning of the period			916,987	25,000	$ 25,000
Cash - end of the period	$ 204,865	$ 998,571	$ 204,865	998,571	$ 916,987
Supplemental disclosure of noncash activities:
Deferred underwriting commissions in connection with the initial public offering				$ 6,300,000

Organization, Business Operations

9 Months Ended

Sep. 30, 2021

Organization, Business Operations

Organization, Business Operations

1. Organization, Business Operations.

Incorporation

The Oncology Institute, Inc., formerly DFP Healthcare Acquisitions Corp, (the “Company,” or “DFP”) was incorporated as a Delaware corporation on November 1, 2019.

Sponsor

The Company’s sponsor is DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Business Purpose

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 1, 2019 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on March 10, 2020. On March 13, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,733,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $5.6 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which the Company refers to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations.

The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

If the Company holds a stockholder vote in connection with a Business Combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock is recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($230.0 million held in the Trust Account divided by 23,000,000 public shares).

The Company will have 24 months from the closing of the Initial Public Offering, or until March 13, 2022, to complete its initial Business Combination (the “ Combination Period”). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, liquidate and dissolve the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption of common stock or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such a liquidating distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial price per Unit in the Initial Public Offering.

Going Concern

As of September 30, 2021, the Company had approximately $0.2 million in its operating bank account and a working capital deficit of approximately $3.3 million.

The Company’s liquidity needs to date have been satisfied through a $25,000 contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the Note (defined below) of $200,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 13, 2020, the Company repaid the Note in full to the Sponsor. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 4). As of September 30, 2021, and December 31, 2020, there were no Working Capital Loans outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 13, 2022.

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the period ending December 31, 2021.

The unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the proposed business combination (as described below). All inter-company accounts and transactions are eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 24, 2021.

Restatement of Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with technical accounting guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require Class A common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report.

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:


As of March 31, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	231,036,262	$	—	$	231,036,262
Total liabilities	$	19,386,072	$	—	$	19,386,072
Class A common stock subject to possible redemption		206,650,180		23,349,820		230,000,000
Preferred stock		—		—		—
Class A common stock		233		(233)		—
Class B common stock		575		—		575
Additional paid-in capital		7,656,106		(7,656,106)		—
Accumulated deficit		(2,656,904)		(15,693,481)		(18,350,385)
Total stockholders' equity (deficit)	$	5,000,010	$	(23,349,820)	$	(18,349,810)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	$	231,036,262	$	—	$	231,036,262
Shares of Class A common stock subject to possible redemption		20,665,018		2,334,982		23,000,000
Shares of Class A common stock		2,334,982		(2,334,982)		—

The impact on the unaudited condensed statement of stockholders’ equity is consistent with the changes to the impacted stockholders’ equity accounts described above.


For the Three Months Ended March 31, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,685,300	$	(5,685,300)	$	—


As of June 30, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	230,754,006	$	—	$	230,754,006
Total liabilities	$	25,224,557	$	—	$	25,224,557
Class A common stock subject to possible redemption		200,529,440		29,470,560		230,000,000
Preferred stock		—		—		—
Class A common stock		295		(295)		—
Class B common stock		575		—		575
Additional paid-in capital		13,776,784		(13,776,784)		—
Accumulated deficit		(8,777,645)		(15,693,481)		(24,471,126)
Total stockholders’ equity (deficit)	$	5,000,009	$	(29,470,560)	$	(24,470,551)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	230,754,006	$	—	$	230,754,006
Shares of Class A common stock subject to possible redemption		20,052,944		2,947,056		23,000,000
Shares of Class A common stock		2,947,056		(2,947,056)		—

The impact on the unaudited condensed statement of stockholders’ equity is consistent with the changes to the impacted stockholders’ equity accounts described above.


For the Six Months Ended June 30, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(435,440)	$	435,440	$	—

There was no impact to the reported amount of net income (loss) as reported in the condensed statements of operations. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods:


	Earnings (Loss) Per Share
	As Previously
	Restated		Adjustment		Restated
For the three months ended March 31, 2021 (unaudited)
Net income	$	5,685,300	$	—	$	5,685,300
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	0.20	$	0.20
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	0.99	$	(0.79)	$	0.20
For the three months ended June 30, 2021 (unaudited)
Net loss	$	(6,120,741)	$	—	$	(6,120,741)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.21)	$	(0.21)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(1.06)	$	0.85	$	(0.21)
For the six months ended June 30, 2021 (unaudited)
Net loss	$	(435,441)	$	—	$	(435,441)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.02)	$	(0.02)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(0.08)	$	0.06	$	(0.02)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Proposed Business Combination

On June 28, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DFP (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of DFP (“Second Merger Sub”) and TOI Parent, Inc., a Delaware corporation (“TOI”).

Refer to the Company’s Current Report on Form 8-K, and Proxy Statement/Prospectus filed with the SEC on June 29, 2021 and October 22, 2021, respectively.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

●

Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly;

●

Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021, the carrying values of cash, accounts payable, accrued expenses, prepaid expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 5,750,000 Public Warrants and the 3,733,334 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial

Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations.

Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,483,334 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021 and 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30
	2021				2020					2021				2020
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income - basic	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,378,377)	$	(1,433,857)
Allocation of net income - diluted	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,340,374)	$	(1,471,860)

Denominator:
Basic weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,552,920
Diluted weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,750,000

Basic net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)
Diluted net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

There were no unrecognized tax benefits as of September 30, 2021, and as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not have a material impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering

Initial Public Offering

3. Initial Public Offering.

Public Units

On March 13, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions. Of the Units sold in the Initial Public Offering, 5,000,000 Units were purchased by certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. and its affiliates (the “Deerfield Funds”).

Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Related Party Transactions

4. Related Party Transactions.

Founder Shares

On December 30, 2019, the Sponsor received 4,312,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.004 per share. In January 2020, the Sponsor transferred 100,000 Founder Shares to each of Steven Hochberg, the Company’s President and Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer and Secretary, and Richard Barasch, the Company’s Executive Chairman, and 30,000 Founder Shares to each of Dr. Jennifer Carter, Dr. Mohit Kaushal and Dr. Gregory Sorensen, the Company’s independent director nominees, for the same per-share price initially paid by the Sponsor, resulting in the Sponsor holding 3,922,500 Founder Shares. On February 19, 2020, the Company effected a split of its Class B common stock resulting in the Sponsor holding 5,360,000 Founder Shares, resulting in an increase in the total number of Founder Shares from 4,312,500 to 5,750,000.

The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions.

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company sold 3,733,334 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant in a Private Placement, generating proceeds of $5.6 million.

Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. Certain proceeds of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds of the Private Placement will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless.

Sponsor Loan

The Sponsor agreed to loan the Company up to an aggregate of $200,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. The Note was payable, without interest, upon the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on March 13, 2020. Subsequent to the repayment, the facility was no longer available to the Company.

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company has paid and will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred $30,000 and $90,000, in expenses in connection with such services during the three and nine months ended September 30, 2021 and 2020, respectively, as included in general and administrative expenses - related party on the accompanying unaudited condensed consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the Company has $10,000, in connection with such services payable and included as accrued expenses - related parties, in the accompanying condensed consolidated balance sheets.

Wolfe Strategic Services Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company will pay and has paid its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred $22,500 and $67,500 in expenses in connection with such services during the three and nine months ended September 30, 2021, as included in general and administrative expenses - related party on the accompanying unaudited condensed consolidated statements of operations, respectively. During the three and nine months ended September 30, 2020, the Company had incurred $22,500 and $52,500 in expenses in connection with such services, respectively. As of September 30, 2021, and December 31, 2020, the Company had $7,500 in connection with such services in accrued expenses - related parties, as included in the accompanying condensed consolidated balance sheets.

Working Capital Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required for working capital (the “Working Capital Loans”). Up to $1.1 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021, and December 31, 2020, except for the foregoing, the terms of such loans, if any, have not been determined, no written agreements exist with respect to such loans and no amounts have been borrowed under such loans to date.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies.

Registration Rights

The initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the initial public offering price less the underwriting discounts and commissions. The warrants that were issued in connection with the 3,000,000 over-allotment Units are identical to the Public Warrants and have no net cash settlement provisions. The underwriters exercised the over-allotment option in full on March 13, 2020.

The underwriters did not receive any underwriting discounts or commission on the Units purchased by the Deerfield Funds. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or $3.6 million, at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting Fees”) of 3.5% of the gross offering proceeds, or $6.3 million, payable upon the Company’s completion of an Initial Business Combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Risks and uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on its industry and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or close of the proposed transaction, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

9 Months Ended

Sep. 30, 2021

Derivative Warrant Liabilities

Derivative Warrant Liabilities

6. Derivative Warrant Liabilities.

As of September 30, 2021, and December 31, 2020, the Company has 9,483,334 Public Warrants and Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that, as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC and have declared effective a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on

a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering.

The Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In addition, commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:

●

in whole and not in part;

●

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Stockholders’ Warrants”;

●

if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which it sends the notice of redemption to the warrant holders;

●

if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

●

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial Business Combination.

In no event will the Company be required to net cash settle any warrant. If the Company does not complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

7. Class A Common Stock Subject to Possible Redemption.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 23,000,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet.

The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Amount allocated to Public Warrants		(6,727,500)
Class A common stock issuance costs		(10,110,406)
Plus:
Accretion of carrying value to redemption value		16,837,906
Class A common stock subject to possible redemption	$	230,000,000

Stockholder's Equity (Deficit)

9 Months Ended

Sep. 30, 2021

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit)

8. Stockholder’s Equity (Deficit).

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021, and December 31, 2020, there are no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, and December 31, 2020, there were 23,000,000 shares of Class A common stock issued and outstanding, including 23,000,000 shares of Class A common stock subject to possible redemption which were classified as temporary equity. See Note 7.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of September 30, 2021, and December 31, 2020, there were 5,750,000 shares of Class B common stock issued outstanding.

The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

Fair Value Measurements

9. Fair Value Measurements.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets
Investments held in Trust Account	$	230,012,623	$	—	$	—
Liabilities
Derivative warrant liabilities - Public Warrants	$	9,257,500	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	6,010,670

December 31, 2020


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets
Assets held in Trust Account:
U.S. Treasury securities	$	230,253,395	$	—	$	—
Cash equivalents - money market funds		754		—		—
	$	230,254,149	$	—	$	—
Liabilities
Derivative warrant liabilities - Public Warrants	$	11,212,500	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	7,578,670

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for three and nine months ended September 30, 2021.

Level 1 assets include investments in money market funds that invest solely in U.S. government securities and investments in U.S. Treasury Securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a quoted price in an active market, a Level 1 measurement. The fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date.

For the three months and nine months ended September 30, 2021, the Company recognized a gain resulting from a decrease in the fair value of the derivative warrant liabilities of approximately $1.1 million and approximately $3.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations.

For the three and nine months ended September 30, 2020, the Company recognized a loss of approximately $2.3 million and approximately $5.2 million resulting from a decrease an increase in the fair value of the derivative warrant liabilities, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations.

The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


	As of September 30, 2021			As of December 31, 2020
Stock Price	$	9.94		$	10.80
Volatility		22.8	%		24.0	%
Expected life of the options to convert		5.13			5.75
Risk-free rate		1.00	%		0.47	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021, is summarized as follows:


Level 3 - Derivative warrant liabilities at December 31, 2020	$	7,578,670
Change in fair value of derivative warrant liabilities		(2,426,670)
Level 3 - Derivative warrant liabilities at March 31, 2021	$	5,152,000
Change in fair value of derivative warrant liabilities		1,306,670
Level 3 - Derivative warrant liabilities at June 30, 2021	$	6,458,670
Change in fair value of derivative warrant liabilities	$	(448,000)
Level 3 - Derivative warrant liabilities at September 30, 2021	$	6,010,670

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events

Subsequent Events

10. Subsequent Events.

On November 12, 2021, (the “Closing Date”), DFP Healthcare Acquisitions Corp. (“DFP”) completed the business combination pursuant to that certain and Plan of Merger, dated June 28, 2021, by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of DFP (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of DFP (“Second Merger Sub”) and TOI Parent, Inc., a Delaware corporation (“Old TOI”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). As contemplated by the Merger Agreement, immediately prior to the effective time of the First Merger (the “Effective Time”), (i) the First Merger Sub merged with and into Old TOI (the “First Merger”), with Old TOI being the surviving corporation and (ii) immediately following the First Merger, Old TOI merged with and into the Second Merger Sub (the “Second Merger”), with the Second Merger Sub being the surviving entity and a wholly owned subsidiary

of DFP (the First Merger and Second Merger together, the “Business Combination”). Upon the closing of the Business Combination, DFP changed its name to “The Oncology Institute, Inc.” TOI continues the existing business operations of Old TOI as a publicly traded company.

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than described here and the restatements described in Note 2 the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Restatement of Previously Reported Financial Statements

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.


As of March 31, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	231,036,262	$	—	$	231,036,262
Total liabilities	$	19,386,072	$	—	$	19,386,072
Class A common stock subject to possible redemption		206,650,180		23,349,820		230,000,000
Preferred stock		—		—		—
Class A common stock		233		(233)		—
Class B common stock		575		—		575
Additional paid-in capital		7,656,106		(7,656,106)		—
Accumulated deficit		(2,656,904)		(15,693,481)		(18,350,385)
Total stockholders' equity (deficit)	$	5,000,010	$	(23,349,820)	$	(18,349,810)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	$	231,036,262	$	—	$	231,036,262
Shares of Class A common stock subject to possible redemption		20,665,018		2,334,982		23,000,000
Shares of Class A common stock		2,334,982		(2,334,982)		—

The impact on the unaudited condensed statement of stockholders’ equity is consistent with the changes to the impacted stockholders’ equity accounts described above.


For the Three Months Ended March 31, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,685,300	$	(5,685,300)	$	—


As of June 30, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	230,754,006	$	—	$	230,754,006
Total liabilities	$	25,224,557	$	—	$	25,224,557
Class A common stock subject to possible redemption		200,529,440		29,470,560		230,000,000
Preferred stock		—		—		—
Class A common stock		295		(295)		—
Class B common stock		575		—		575
Additional paid-in capital		13,776,784		(13,776,784)		—
Accumulated deficit		(8,777,645)		(15,693,481)		(24,471,126)
Total stockholders’ equity (deficit)	$	5,000,009	$	(29,470,560)	$	(24,470,551)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	230,754,006	$	—	$	230,754,006
Shares of Class A common stock subject to possible redemption		20,052,944		2,947,056		23,000,000
Shares of Class A common stock		2,947,056		(2,947,056)		—

The impact on the unaudited condensed statement of stockholders’ equity is consistent with the changes to the impacted stockholders’ equity accounts described above.


For the Six Months Ended June 30, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(435,440)	$	435,440	$	—


	Earnings (Loss) Per Share
	As Previously
	Restated		Adjustment		Restated
For the three months ended March 31, 2021 (unaudited)
Net income	$	5,685,300	$	—	$	5,685,300
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	0.20	$	0.20
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	0.99	$	(0.79)	$	0.20
For the three months ended June 30, 2021 (unaudited)
Net loss	$	(6,120,741)	$	—	$	(6,120,741)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.21)	$	(0.21)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(1.06)	$	0.85	$	(0.21)
For the six months ended June 30, 2021 (unaudited)
Net loss	$	(435,441)	$	—	$	(435,441)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.02)	$	(0.02)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(0.08)	$	0.06	$	(0.02)

Emerging Growth Company

Proposed Business Combination

Refer to the Company’s Current Report on Form 8-K, and Proxy Statement/Prospectus filed with the SEC on June 29, 2021 and October 22, 2021, respectively.

Use of Estimates

Concentration of Credit Risk

Investments Held in Trust Account

Cash and Cash Equivalents

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

●

Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

Derivative Warrant Liabilities

Offering Costs Associated with the Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Net Income (Loss) Per Share of Common Stock

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30
	2021				2020					2021				2020
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income - basic	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,378,377)	$	(1,433,857)
Allocation of net income - diluted	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,340,374)	$	(1,471,860)

Denominator:
Basic weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,552,920
Diluted weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,750,000

Basic net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)
Diluted net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)

Income Taxes

Recent Accounting Pronouncements

Basis of Presentation and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Significant Accounting Policies

Schedule of impact of the restatement on the balance sheet


As of March 31, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	231,036,262	$	—	$	231,036,262
Total liabilities	$	19,386,072	$	—	$	19,386,072
Class A common stock subject to possible redemption		206,650,180		23,349,820		230,000,000
Preferred stock		—		—		—
Class A common stock		233		(233)		—
Class B common stock		575		—		575
Additional paid-in capital		7,656,106		(7,656,106)		—
Accumulated deficit		(2,656,904)		(15,693,481)		(18,350,385)
Total stockholders' equity (deficit)	$	5,000,010	$	(23,349,820)	$	(18,349,810)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	$	231,036,262	$	—	$	231,036,262
Shares of Class A common stock subject to possible redemption		20,665,018		2,334,982		23,000,000
Shares of Class A common stock		2,334,982		(2,334,982)		—


For the Three Months Ended March 31, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,685,300	$	(5,685,300)	$	—


As of June 30, 2021 (unaudited)	As Reported		Adjustment		As Restated
Total assets	$	230,754,006	$	—	$	230,754,006
Total liabilities	$	25,224,557	$	—	$	25,224,557
Class A common stock subject to possible redemption		200,529,440		29,470,560		230,000,000
Preferred stock		—		—		—
Class A common stock		295		(295)		—
Class B common stock		575		—		575
Additional paid-in capital		13,776,784		(13,776,784)		—
Accumulated deficit		(8,777,645)		(15,693,481)		(24,471,126)
Total stockholders’ equity (deficit)	$	5,000,009	$	(29,470,560)	$	(24,470,551)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	230,754,006	$	—	$	230,754,006
Shares of Class A common stock subject to possible redemption		20,052,944		2,947,056		23,000,000
Shares of Class A common stock		2,947,056		(2,947,056)		—


For the Six Months Ended June 30, 2021 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(435,440)	$	435,440	$	—


	Earnings (Loss) Per Share
	As Previously
	Restated		Adjustment		Restated
For the three months ended March 31, 2021 (unaudited)
Net income	$	5,685,300	$	—	$	5,685,300
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	0.20	$	0.20
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	0.99	$	(0.79)	$	0.20
For the three months ended June 30, 2021 (unaudited)
Net loss	$	(6,120,741)	$	—	$	(6,120,741)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.21)	$	(0.21)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(1.06)	$	0.85	$	(0.21)
For the six months ended June 30, 2021 (unaudited)
Net loss	$	(435,441)	$	—	$	(435,441)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings per share - Class A common stock	$	—	$	(0.02)	$	(0.02)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings per share - Class B common stock	$	(0.08)	$	0.06	$	(0.02)

Schedule of basic and diluted net income (loss) per common share

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30
	2021				2020					2021				2020
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income - basic	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,378,377)	$	(1,433,857)
Allocation of net income - diluted	$	(345,627)	$	(86,407)	$	(1,933,328)	$	(483,332)		$	(693,980)	$	(173,495)	$	(4,340,374)	$	(1,471,860)

Denominator:
Basic weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,552,920
Diluted weighted average common shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000			23,000,000		5,750,000		16,956,204		5,750,000

Basic net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)
Diluted net income (loss) per share of common stock	$	(0.02)	$	(0.02)	$	(0.08)	$	(0.08)		$	(0.03)	$	(0.03)	$	(0.26)	$	(0.26)

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2021

Class A Common Stock Subject to Possible Redemption

Schedule of reconciliation of class A common stock subject to possible redemption

The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Amount allocated to Public Warrants		(6,727,500)
Class A common stock issuance costs		(10,110,406)
Plus:
Accretion of carrying value to redemption value		16,837,906
Class A common stock subject to possible redemption	$	230,000,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

Schedule of Company's assets that are measured at fair value on a recurring basis

September 30, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets
Investments held in Trust Account	$	230,012,623	$	—	$	—
Liabilities
Derivative warrant liabilities - Public Warrants	$	9,257,500	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	6,010,670

December 31, 2020


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets
Assets held in Trust Account:
U.S. Treasury securities	$	230,253,395	$	—	$	—
Cash equivalents - money market funds		754		—		—
	$	230,254,149	$	—	$	—
Liabilities
Derivative warrant liabilities - Public Warrants	$	11,212,500	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	7,578,670

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	As of September 30, 2021			As of December 31, 2020
Stock Price	$	9.94		$	10.80
Volatility		22.8	%		24.0	%
Expected life of the options to convert		5.13			5.75
Risk-free rate		1.00	%		0.47	%
Dividend yield		0.0	%		0.0	%

Schedule of change in the fair value of the warrant liabilities


Level 3 - Derivative warrant liabilities at December 31, 2020	$	7,578,670
Change in fair value of derivative warrant liabilities		(2,426,670)
Level 3 - Derivative warrant liabilities at March 31, 2021	$	5,152,000
Change in fair value of derivative warrant liabilities		1,306,670
Level 3 - Derivative warrant liabilities at June 30, 2021	$	6,458,670
Change in fair value of derivative warrant liabilities	$	(448,000)
Level 3 - Derivative warrant liabilities at September 30, 2021	$	6,010,670

Organization, Business Operations - Financing (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Mar. 13, 2020	Mar. 13, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 10.00	$ 10.00
Number of warrants to purchase shares issued (in shares)			5,750,000
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	23,000,000
Share price	$ 10.00	$ 10.00
Proceeds from issuance of shares	$ 230.0
Offering costs	10.4
Deferred underwriting commissions	$ 6.3	$ 6.3
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	3,733,334	3,733,334	3,733,334
Price of warrants		$ 1.50
Proceeds from issuance of warrants		$ 5.6	$ 5.6
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	3,000,000

Organization, Business Operations - Trust Account (Details) - USD ($)		9 Months Ended
	Mar. 13, 2020	Sep. 30, 2021
Organization, Business Operations
Principal deposited in Trust Account	$ 230,000,000.0	$ 230,000,000.0
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity		100.00%
Redemption of common stock included in the units sold in public offering (as a percent)		100.00%
Threshold period from closing of public offering the company is obligated to complete business combination		24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)		2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)		2 days
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions		$ 5,000,001
Share price	$ 10.00	$ 10.00
Threshold business days for redemption of shares of trust account		10 days
Maximum net interest to pay dissolution expenses		$ 500,000
Minimum net interest to pay dissolution expenses		$ 100,000

Organization, Business Operations - Liquidity (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Organization, Business Operations
Operating bank account	$ 200,000		$ 200,000
Working capital deficit	3,300,000		3,300,000
Interest income from investments in Trust Account	5,798	$ 73,393	58,474	$ 194,901
Maximum net interest to pay dissolution expenses			500,000
Contribution from sponsor			25,000
Note from sponsor			200,000
Amounts outstanding under any Working Capital Loan	$ 0		$ 0		$ 0

Basis of Presentation and Significant Accounting Policies - Effect of restatement on balance sheets (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	$ 230,299,733	$ 230,754,006	$ 231,036,262	$ 231,323,610
Total liabilities	25,202,318	25,224,557	19,386,072	25,358,720
Class A common stock subject to possible redemption	230,000,000			230,000,000
Preferred stock
Accumulated deficit	(24,903,160)	(24,471,126)	(18,350,385)	(24,035,685)
Total stockholders' equity (deficit)	(24,902,585)	(24,470,551)	(18,349,810)	(24,035,110)	$ (21,507,440)	$ (19,090,780)	$ (16,472,045)	$ 22,700
Total Liabilities, Class A Common Stock Subject to Possible	$ 230,299,733	230,754,006	231,036,262	$ 231,323,610
Common stock, shares outstanding	23,000,000			23,000,000
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 230,000,000	$ 230,000,000	$ 230,000,000
Shares of Class A common stock subject to possible redemption	23,000,000	23,000,000	23,000,000
Common stock, shares outstanding	0			0
Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock	$ 575	$ 575	$ 575	$ 575
Common stock, shares outstanding	5,750,000			5,750,000
As Previously Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		230,754,006	231,036,262
Total liabilities		25,224,557	19,386,072
Additional paid-in capital		13,776,784	7,656,106
Accumulated deficit		(8,777,645)	(2,656,904)
Total stockholders' equity (deficit)		5,000,009	5,000,010
Total Liabilities, Class A Common Stock Subject to Possible		230,754,006	231,036,262
As Previously Restated \| Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		200,529,440	206,650,180
Common stock		$ 295	$ 233
Shares of Class A common stock subject to possible redemption		20,052,944	20,665,018
Common stock, shares outstanding		2,947,056	2,334,982
As Previously Restated \| Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		$ 575	$ 575
Restatement Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		(13,776,784)	(7,656,106)
Accumulated deficit		(15,693,481)	(15,693,481)
Total stockholders' equity (deficit)		(29,470,560)	(23,349,820)
Restatement Adjustment \| Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		29,470,560	23,349,820
Common stock		$ (295)	$ (233)
Shares of Class A common stock subject to possible redemption		2,947,056	2,334,982
Common stock, shares outstanding		(2,947,056)	(2,334,982)
Adjustment \| Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets upon redemption of common stock subject to possible redemption	$ 5,000,001

Basis of Presentation and Significant Accounting Policies - Effect of restatement on cash flows (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$ 5,685,300	$ (435,440)
Restatement Adjustment
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$ (5,685,300)	$ 435,440

Basis of Presentation and Significant Accounting Policies - Effect of restatemet on statements of operations (Details) - USD ($)	3 Months Ended						6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (867,475)	$ (5,812,234)
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding	23,000,000	23,000,000	23,000,000	23,000,000			23,000,000	23,000,000	16,956,204
Basic and diluted earnings per share	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)			$ (0.02)	$ (0.03)	$ (0.26)
Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		5,750,000	5,750,000				5,750,000
Basic and diluted earnings per share	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)			$ (0.02)	$ (0.03)	$ (0.26)
As Previously Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (6,120,741)	$ 5,685,300				$ (435,441)
As Previously Restated \| Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		23,000,000	23,000,000				23,000,000
As Previously Restated \| Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		5,750,000	5,750,000				5,750,000
Basic and diluted earnings per share		$ (1.06)	$ 0.99				$ (0.08)
Restatement Adjustment \| Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted earnings per share		(0.21)	0.20				(0.02)
Restatement Adjustment \| Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted earnings per share		$ 0.85	$ (0.79)				$ 0.06

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Basis of Presentation and Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents and Class A common stock subject to possible redemption (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Cash, FDIC Insured Amount	$ 250,000
Cash equivalents held in the Trust Account	$ 0	$ 0
Class A common stock
Shares subject to possible redemption	23,000,000	23,000,000

Basis of Presentation and Significant Accounting Policies - Derivative Warrant Liabilities (Details)	Sep. 30, 2021 shares
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)	5,750,000
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)	3,733,334
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)	815

Basis of Presentation and Significant Accounting Policies - Net Loss Per Share of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded since their inclusion would be anti-dilutive			9,483,334
Class A common stock
Numerator:
Allocation of net income - basic	$ (345,627)	$ (1,933,328)	$ (693,980)	$ (4,378,377)
Allocation of net income - diluted	$ (345,627)	$ (1,933,328)	$ (693,980)	$ (4,340,374)
Denominator:
Basic weighted average common shares outstanding	23,000,000	23,000,000	23,000,000	16,956,204
Diluted weighted average common shares outstanding	23,000,000	23,000,000	23,000,000	16,956,204
Basic net income (loss) per share of common stock	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)
Diluted net income (loss) per share of common stock	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)
Class B common stock
Numerator:
Allocation of net income - basic	$ (86,407)	$ (483,332)	$ (173,495)	$ (1,433,857)
Allocation of net income - diluted	$ (86,407)	$ (483,332)	$ (173,495)	$ (1,471,860)
Denominator:
Basic weighted average common shares outstanding	5,750,000	5,750,000	5,750,000	5,552,920
Diluted weighted average common shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per share of common stock	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)
Diluted net income (loss) per share of common stock	$ (0.02)	$ (0.08)	$ (0.03)	$ (0.26)

Basis of Presentation and Significant Accounting Policies - Income Taxes (Details)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USN ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 USN ($)
Basis of Presentation and Significant Accounting Policies
Unrecognized tax benefits	$ 0		$ 0
Amounts accrued for the payment of interest and penalties		$ 0		$ 0

Initial Public Offering - (Details) - USD ($)		9 Months Ended
Initial Public Offering - (Details) - USD ($)	Mar. 13, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Price per unit	$ 10.00		$ 10.00
Deferred underwriting commissions in connection with the initial public offering		$ 6,300,000
Deerfield Funds
Subsidiary, Sale of Stock [Line Items]
Additional units issued	5,000,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Number of warrants in a unit	0.25
Number of shares issuable per warrant	1
Exercise price of warrants (in dollars per share)	$ 11.50
Public Offering
Subsidiary, Sale of Stock [Line Items]
Additional units issued	23,000,000
Price per unit	$ 10.00
Proceeds from issuance of shares	$ 230,000,000.0
Offering costs	10,400,000
Deferred underwriting commissions in connection with the initial public offering	$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Additional units issued	3,000,000

Related Party Transactions - Founder Shares (Details) - Class B common stock - USD ($)			1 Months Ended	9 Months Ended
	Feb. 19, 2020	Dec. 30, 2019	Jan. 31, 2020	Sep. 30, 2021
Related Party Transaction [Line Items]
Total number of shares after stock split (in shares)	5,750,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Sponsor
Related Party Transaction [Line Items]
Number of shares issued (in shares)		4,312,500
Capital contribution		$ 25,000
Capital contribution (in dollars per share)		$ 0.004
Number of shares held (in shares)			3,922,500
Number of shares held after stock split (in shares)	5,360,000
Sponsor \| Steven Hochberg
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Sponsor \| Christopher Wolfe
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Sponsor \| Richard Barasch
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Sponsor \| Dr. Jennifer Carter
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000
Sponsor \| Dr. Mohit Kaushal
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000
Sponsor \| Dr. Gregory Sorensen
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000

Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Mar. 13, 2020	Sep. 30, 2021
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued (in shares)		5,750,000
Class A common stock
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued (in shares)	3,733,334	3,733,334
Price of warrants (in dollars per share)		$ 1.50
Proceeds from issuance of warrants	$ 5.6	$ 5.6
Private Placement \| Class A common stock
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Related Party Transactions - Other Transactions (Details) - USD ($)		3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 13, 2020	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Accrued expenses - related parties		$ 17,500			$ 17,500		$ 17,500
Sponsor Loan
Related Party Transaction [Line Items]
Proceeds received from note payable to related party	$ 200,000
Sponsor Loan \| Maximum
Related Party Transaction [Line Items]
Amounts of transaction					200,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month					10,000
Total expenses incurred			$ 30,000		90,000
Accrued expenses - related parties		10,000		$ 10,000	10,000	$ 10,000
Wolfe Strategic Services Agreement
Related Party Transaction [Line Items]
Expenses per month					7,500
Total expenses incurred		22,500		$ 22,500	67,500	$ 52,500
Accrued expenses - related parties		$ 7,500			7,500		7,500
Working Capital Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party					$ 0		$ 0
Price of warrants (in dollars per share)		$ 1.50			$ 1.50
Working Capital Loans \| Maximum
Related Party Transaction [Line Items]
Loans convertible into warrants		$ 1,100,000			$ 1,100,000

Commitments and Contingencies - (Details) $ in Millions		9 Months Ended
Commitments and Contingencies - (Details) $ in Millions	Mar. 13, 2020 shares	Sep. 30, 2021 USN ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USN ($)	Dec. 31, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Underwriting discount (as a percent)		2.00%
Underwriting discount paid \| $		$ 3.6
Deferred Underwriting Fees, Percentage		3.50%
Deferred underwriting fees			$ 6,300,000	$ 6.3	$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Overallotment option period	45 days
Additional units issued \| shares	3,000,000

Derivative Warrant Liabilities - (Details)	9 Months Ended
Derivative Warrant Liabilities - (Details)	Sep. 30, 2021 D $ / shares shares	Dec. 31, 2020 shares
Redemption of warrants commencing ninety days after the warrants become exercisable
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period after the public warrants become exercisable	90 days
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding \| shares	9,483,334	9,483,334
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Threshold period for filling registration statement after business combination	15 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Public Warrants exercisable term after the completion of a business combination	30 days
Minimum threshold written notice period for redemption of public warrants	30 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Class A common stock
Class of Warrant or Right [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Number of trading days on which fair market value of shares is reported \| D	10
Class A common stock \| Redemption of warrants commencing ninety days after the warrants become exercisable
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00

Class A Common Stock Subject to Possible Redemption - (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 13, 2020
Temporary Equity [Line Items]
Class A common stock subject to possible redemption	$ 230,000,000			$ 230,000,000
Class A common stock
Temporary Equity [Line Items]
Common stock, shares authorized	100,000,000			100,000,000
Common stock, par value	$ 0.0001			$ 0.0001	$ 0.0001
Number of votes per share	$ 1
Common stock, shares subject to possible redemption	23,000,000	23,000,000	23,000,000
Gross proceeds	$ 230,000,000
Amount allocated to Public Warrants	(6,727,500)
Class A common stock issuance costs	(10,110,406)
Accretion of carrying value to redemption value	16,837,906
Class A common stock subject to possible redemption	$ 230,000,000	$ 230,000,000	$ 230,000,000

Stockholder's Equity (Deficit) - Common Stock (Details)	9 Months Ended
Stockholder's Equity (Deficit) - Common Stock (Details)	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Mar. 13, 2020 $ / shares
Class of Stock [Line Items]
Common shares, shares issued (in shares)	23,000,000	23,000,000
Common shares, shares outstanding (in shares)	23,000,000	23,000,000
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)	0	0
Common stock, shares subject to possible redemption	23,000,000
Common shares, votes per share \| $ / shares	$ 1
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	5,750,000	5,750,000
Common shares, shares outstanding (in shares)	5,750,000	5,750,000
Common shares, votes per share \| $ / shares	$ 1
Beneficial ownership (as a percent)	20.00%
Stockholders' Equity Note, Stock Split, Conversion Ratio	1

Stockholder's Equity (Deficit) - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholder's Equity (Deficit)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Fair Value Measurements - (Details) - USD ($)	3 Months Ended		9 Months Ended
Fair Value Measurements - (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 230,012,623		$ 230,012,623		$ 230,254,149
Change in fair value of derivative warrant liabilities	1,138,000	$ (2,279,000)	3,523,000	$ (5,198,670)
Fair value assets level 1 to level 2 transfers	0		0
Fair value assets level 2 to level 1 transfers	0		0
Fair value assets transferred into (out of) level 3			0
Measured on a recurring basis \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	230,012,623		230,012,623
Assets held in Trust Account					230,254,149
Measured on a recurring basis \| Level 1 \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account					230,253,395
Measured on a recurring basis \| Level 1 \| Cash equivalents - money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account					754
Measured on a recurring basis \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	9,257,500		9,257,500		11,212,500
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3) \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 6,010,670		$ 6,010,670		$ 7,578,670

Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements inputs (Details) - Measured on a recurring basis	Sep. 30, 2021 $ / shares	Dec. 31, 2020 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	9.94	10.80
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	22.8	24.0
Expected life of the options to convert
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	5.13	5.75
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	1.00	0.47
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.0	0.0

Fair Value Measurements - Changes in fair value of warrant liabilities (Details) - Measured on a recurring basis - Significant Other Unobservable Inputs (Level 3) - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities at Beginning	$ 6,458,670	$ 5,152,000	$ 7,578,670
Change in fair value of derivative warrant liabilities	(448,000)	1,306,670	(2,426,670)
Derivative warrant liabilities at ending	$ 6,010,670	$ 6,458,670	$ 5,152,000