0001104659-21-151234 | S-1 | XBRL Viewer

Description of the Business

Note 1. Description of the Business

Founded in 2018, TOI Parent, Inc. (“TOI Parent”) is the successor entity to The Oncology Institute CA, a Professional Corporation (“TOI CA”), which was founded in 2007. TOI Parent is a community oncology practice that operates value-based oncology services platforms. TOI Parent has three wholly-owned subsidiaries, TOI Acquisition, LLC (“TOI Acquisition”), TOI Management, LLC (“TOI Management”), and Hope, Health, and Healing Center, LLC (“HHHC”). Additionally, TOI Management holds master services agreements that confer controlling financial interests to TOI CA and its wholly-owned subsidiary Innovative Clinical Research Institute, LLC (“ICRI”) as well as The Oncology Institute FL, LLC (“TOI FL,” together with TOI Parent, TOI CA, and ICRI, the “Company”).

Concurrent with its founding in 2018, TOI Parent entered into a purchase agreement among TOI Acquisition, TOI Management, HHHC, Richy Agajanian Holdings, TOI CA, ICRI, and Richy Agajanian, M.D., not individually but in his capacity as the representative of the shareholders of TOI CA. As a result of the purchase, a portion of TOI Parent was sold to TOI HC I, LLC; M33 Growth I L.P.; TOI M, LLC; and OncologyCare Partners, LLC.

Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation, and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, transfusions, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through ICRI, performs cancer clinical trials through a network of experienced cancer care specialists. ICRI conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world.

The Company has 90 oncologists and mid-level professionals across 62 clinic locations located within four states: California, Nevada, Arizona, and Florida. TOI CA is comprised of the clinic locations in California, Nevada, and Arizona and TOI FL is comprised of the clinic locations in Florida. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, MediCal, and commercial patients.

Note 1. Description of the Business

Founded in 2018, TOI Parent, Inc. (“TOI Parent”) is the successor entity to Richy Agajanian, M.D., a Professional Corporation (the “Practice”), which was founded in 2007. TOI Parent is a community oncology practice that operates value-based oncology services platforms. TOI Parent has three wholly-owned subsidiaries, TOI Acquisition, LLC (“TOI Acquisition”), TOI Management, LLC (“TOI Management”), and Hope, Health, and Healing Center, LLC (“HHHC”). Additionally, TOI Management holds a master services agreement with the Practice that confers a controlling financial interest over the Practice and its wholly-owned subsidiary Innovative Clinical Research Institute, LLC (“ICRI”, together with TOI Parent and the Practice, the “Company”).

Concurrent with its founding in 2018, TOI Parent entered into a purchase agreement among TOI Acquisition, TOI Management, HHHC, Richy Agajanian Holdings, the Practice, ICRI, and Richy Agajanian, M.D., not individually but in his capacity as the representative of the shareholders of the Practice. As a result of the purchase, a portion of TOI Parent was sold to TOI HC I, LLC; M33 Growth I L.P.;TOI M, LLC; and OncologyCare Partners, LLC.

Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, transfusions, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through ICRI, performs cancer clinical trials through a network of cancer care specialists. ICRI conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world.

The Company has more than 66 oncologists and mid-level professionals across more than 40 clinic locations located within three states: California, Nevada, and Arizona. TOI CA is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, MediCal, and commercial patients.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has no subsidiaries.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the year ended December 31, 2020, as of September 30, 2020 and for the three and nine months ended September 30, 2020, as of June 30, 2020 and for the three and six months ended June 30, 2020, and as of March 31, 2020 and for the three months ended March 31, 2020 (collectively, the “2020 Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the redeemable Class A common stock and earnings per share in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

Use of Estimates

The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.

Concentration of Credit Risk

Fair Value of Financial Instruments

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

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of December 31, 2020, and 2019, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses - related party, and tax obligations approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs

The Company complied with the requirements of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly attributable to the Initial Public Offering.. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company issued 5,750,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 3,733,334 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement 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.

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

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

This method would view the end of the reporting period as if it were also the redemption date for the security. Accordingly, effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against paid-in -capital (to the extent available) and accumulated deficit

The Class A common stock subject to possible redemption reflected on the 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

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 number 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 underlying the Units sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,483,334 of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB 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 December 31, 2020 or 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. However, the Company believes that the disclosures are adequate to make that information not misleading. In the opinion of management, all adjustments (of normal and recurring nature) considered necessary for fair presentation have been reflected in these interim statements. As such, the information included in the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes as of, and for the year ended December 31, 2020, issued on June 27, 2021.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of TOI Parent, its subsidiaries, all of which are controlled by the Parent through majority voting control or are variable interest entities (“VIEs”) for which TOI Parent (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial

interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity, to the extent they are material, to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations.

The Company holds variable interests in clinical practices, for which it cannot legally own, as a result of entering into master services agreements (“MSAs”) with such practices. TOI Parent holds a variable interest in TOI CA, which is a VIE. The Company is the primary beneficiary of TOI CA and thus, consolidates TOI CA in its financial statements. Further, as a result of the February 2021 acquisition, discussed in Note 16, the Company holds an additional variable interest in TOI FL, which was determined to be a VIE. The Company determined that it is a primary beneficiary of TOI FL and thus, consolidates the entity in its financial statements. As discussed in Note 17, the shareholders of the Company’s consolidating VIEs own a minority of the issued and outstanding common shares of the Company.

Business Combinations

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired.

Segment Reporting

The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill, judgements related to revenue recognition, and deferred income taxes.

Net Income (Loss) Per Share

The Company has not issued substantive common shares since inception. The Company’s Series A Preferred Shares are considered in-substance common stock since the net income (loss) of the Company is attributable to the Series A Preferred shareholders, and therefore, they are included in the denominator to calculate net income (loss) per share.

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to TOI Parent, Inc. by the weighted average Series A Preferred Shares, on an as-converted basis (see Note 19), and common shares issued and outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of Series A Preferred Shares and common shares used in the basic income (loss) per share calculation plus the number of potential common shares that would be issued assuming exercise of all potentially dilutive instruments. Potentially dilutive instruments are excluded from the calculation of diluted income (loss) per share if the effect of including such instruments is anti-dilutive.

Given the Company incurred a net loss in each period presented, the stock options outstanding during each period are anti-dilutive. As such, diluted net loss per share is the same as basic net loss per share for each period presented.

Emerging Growth Company

Pursuant to the special purpose acquisition company (“SPAC”) transaction described in Note 22, the Company anticipates qualifying as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 accounting standards used.

Recently Issued Accounting Standards

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”) in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, ASU 2016-02 was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for ASU 2016-02 for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of ASU 2016-02. Therefore, under the amendments, ASU 2016-02 is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Given the Company’s assessment that it will likely qualify as an EGC pending a SPAC transaction, it would be considered to belong in the “all other” category.

In February 2016, the FASB issued ASU 2016-02, which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases), whereas under current accounting standards the Company’s lease portfolio consists primarily of operating leases and is not recognized on its consolidated balance sheets. The Company will adopt ASC 842 effective January 1, 2022, using the alternative modified transition method and will record a cumulative-effect adjustment to the opening balance of retained earnings as of that date. Prior periods will not be restated. The Company believes the largest impact will be on the consolidated balance sheets for the

accounting of facilities-related leases, which represents a majority of its operating leases it has entered into as a lessee. These leases will be recognized under the new standard as ROU assets and operating lease liabilities. The Company will also provide expanded disclosures for its leasing arrangements. The results of operations are not expected to significantly change after adoption of the new standard.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This new standard allows entities to eliminate Step 2 from the goodwill impairment test. Entities should perform their goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Entities should apply the amendments in ASU 2017-04 on a prospective basis and is effective for entities in the “all other” category for fiscal years beginning after December 15, 2021. Given the Company’s assessment that it will likely qualify as an EGC pending a SPAC transaction, it would be considered to belong in the “all other” category. The Company is currently evaluating the effect of this ASU on the Company’s condensed consolidated financial statements and related disclosures.

In December 2019, the FASB issued Accounting Standards Update 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740, Income Taxes (“ASC 740”) (“ASU 2019-12”). This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company’s condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued Accounting Standards Update 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) (“ASU 2020-06”). This new standard simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature and for convertible instruments with a beneficial conversion feature. As a result, more convertible instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, this new standard amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. Entities may adopt ASU 2020-06 either through a modified or fully retrospective method of transition and is effective for entities in the “all other” category for fiscal years beginning after December 15, 2023. Given the Company’s assessment that it will likely qualify as an EGC pending a SPAC transaction, it would be considered to belong in the “all other” category. The Company is currently evaluating the effect of this ASU on the Company’s condensed consolidated financial statements and related disclosures.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). During fiscal year 2018, the Company presents financial information for the Practice for the period from January 1, 2018 through September 19, 2018 (“Predecessor Period”) and for the Company for the period from September 20, 2018 through December 31, 2018 (“Successor Period”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of TOI Parent, its subsidiaries, all of which are controlled by TOI Parent through majority voting control, and a variable interest entity (“VIE”) for which TOI Parent (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations.

The Company holds a variable interest in the Practice as a result of entering into a master services agreement (“MSA”) in conjunction with the acquisition in September of 2018. As a result of the acquisition, HHHC is now a wholly-owned subsidiary of TOI Parent, the Practice is now a VIE of TOI Parent, as discussed in Note 17, and the Practice shareholders own a minority of the issued and outstanding common shares of the Company.

Business Combinations

Segment Reporting

The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill, fair value of share-based compensation, judgements related to revenue recognition, and deferred income taxes.

Net Loss Per Share

The Company has not issued substantive common shares since inception. The Company’s Series A Preferred Shares are considered as in-substance common stock as the net loss of the Company is attributable to the Series A Preferred shareholders, and therefore, they are included in the denominator to calculate net loss per share.

Basic net loss per share is calculated by dividing net loss attributable to TOI Parent, Inc. by the weighted average Series A Preferred Shares, on an as-converted basis (see Note 19), and common shares issued and outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of Series A Preferred Shares and common shares used in the basic income (loss) per share calculation plus the number of potential common shares that would be issued assuming exercise of all potentially dilutive instruments. Potentially dilutive instruments are excluded from the calculation of diluted income (loss) per share if the effect of including such instruments is anti- dilutive.

Revenue Recognition

The Company follows the accounting requirements of Accounting Standard Codification Topic No. 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach:

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, we satisfy a performance obligation.

The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and independent practice associations [“IPAs”]); and (v) individual patients and clients.

Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each.

Capitation

Capitation revenues of the Company consist primarily of fees for medical services provided to patients by the Company under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly to the Company based on the number of enrollees assigned to the Company by the contracted managed care organization (per member, per month; or “PMPM”). Capitation contracts generally have a legal term of one year or longer. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patient-customers can and do change month over month. The transaction price for capitation contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. The Company generally estimates the transaction price using the most likely methodology and amounts are only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members by the Company are deducted from the future payment. The deductions vary depending on the payor and are often not known until a future period. As such, the Company adjusts the transaction price for capitation deductions based on historic experience such that the amount of capitation revenue is constrained to the extent that it is not probable a significant reversal of revenue will occur in the future. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time. If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability.

Fee-for-Service Revenue

FFS revenue represents revenue earned under contracts in which the Company bills and collects for medical services rendered by the Company’s employed physicians. The terms for FFS contracts are short in duration and only last for the period over which services are rendered (typically, one day). FFS revenue consists of fees for medical services provided to patients. These medical

services are distinct since the patient can benefit from the medical services on their own. Each service constitutes a single performance obligation for which the patient accepts and receives the benefit of the medical services as they are performed.

Under the FFS arrangements, the Company bills third-party payors and patients for patient care services provided and receives payment. Payments for services provided are generally less than billed charges. The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to collected from third-party payors (including managed care, commercial, and governmental payors such as Medicare and Medicaid), and patients. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries).

The transaction price from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to patients, and reimbursement of provider costs, all of which can vary from period to period. The Company estimates the transaction price using the most likely methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. As a practical expedient, the Company adopted a portfolio approach to determine the transaction price for the medical services provided under FFS arrangements. Under this approach, the Company bifurcated the types of services provided and grouped health plans with similar fees and negotiated payment rates. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided.

The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system, and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. When the performance obligation is not satisfied, the billing is recognized as a contract liability.

Dispensary

The Company sells oral prescription drugs directly through its dispensaries. Each prescription filled and delivered to the customer is a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by various pharmacy benefit managers (“PBMs”) and other third party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. The Company recognizes revenue based on the transaction at the time the customer takes possession of the oral drug.

Clinical Trials Revenue

The Company enters into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities and thus is a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. Under the clinical trial contracts, the Company receives a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. Under ASC 606, the Company has elected to recognize revenue for these arrangements using the ‘as-invoiced’ practical expedient. The Company invoices the customer periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established between the Company and the customer.

Direct Costs of Sales

Direct cost of sales primarily consists of wages paid to clinical personnel and other health professionals, oral and IV drug costs, and other medical supplies used to provide patient care. The Company’s costs for clinical personnel wages are expensed as incurred and the Company’s costs for inventory and medical supplies are expensed when used, generally by applying the specific identification method.

Cash

Cash consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months).

Accounts Receivable

The Company accounts for accounts receivable under Accounting Standard Codification Topic No. 310, Receivables (“ASC 310”). Accounts receivable includes capitation receivables, FFS reimbursement for patient care, dispensary receivables and contract receivables. Accounts receivable are recorded and stated at the amount expected to be collected determined by each payor.

For third-party payors including Medicare, Medicaid, managed care providers, and commercial payors, the collectable amount is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the collectable amount is determined using estimates of historical collection experience without regard to aging category.These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries, and any anticipated changes in trends.

Accounts receivable can be impacted by the effectiveness of the Company’s collection efforts.Additionally, significant changes in payor mix, business office operations, economic conditions, or trends in federal and state governmental healthcare coverage could affect the collectable amount of accounts receivable. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations,customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected, and adjustments are recorded when necessary.

The Company continuously monitors its collections of receivables and its policy is to write off receivables when they are determined to be uncollectible. As of December 31, 2020 and 2019, the Company does not have an allowance for doubtful accounts.

Inventories

The Company accounts for inventory under Accounting Standard Codification Topic No. 330, Inventory (“ASC 330”). Inventories consist of intravenous chemotherapy drugs and oral prescription drugs. Inventories are stated at the lower of cost, determined using the weighted average cost method of inventory valuation, or net realizable value. Net realizable value is determined using the selling price, less costs to sell.

The Company receives purchase discounts on products purchased. Contractual arrangements with vendors, including manufacturers and wholesalers, normally provide for the Company to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase or (ii) a discount for the prompt payment of invoices. Additionally, in other circumstances, the Company may receive rebates when products are purchased indirectly from a manufacturer (e.g., through a wholesaler). These rebates are recognized when intravenous chemotherapy drugs and oral prescription drugs are dispensed and are generally calculated by manufacturers within 30 days after the end of each completed quarter. The Company also receives additional rebate under its wholesaler contracts if it exceeds contractually defined annual purchase volumes. Purchase rebates are recorded as reductions to cost of services.

Property and Equipment, net

The Company accounts for property and equipment under Accounting Standard Codification Topic No. 360, Property, Plant, and Equipment (“ASC 360”). As required under ASC 360, the Company states property and equipment at cost, net of accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets, as described further in Note 8. Maintenance and repairs are charged to expense as incurred. Significant renewals and improvements are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

When events or changes in circumstances indicate that the carrying amount of long-lived assets, including property and equipment, or other long-lived assets, may not be recoverable, an evaluation of the recoverability of currently recorded costs is performed. When an evaluation is performed, the estimated value of undiscounted future net cash flows associated with the asset groups is compared to the asset groups’ carrying value to determine if a write-down to fair value is required. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the assets. There were no impairment adjustments recorded for long- lived assets during the years ended December 31, 2020, 2019, the Successor Period, and Predecessor Period.

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Accounts payable primarily consists of unpaid invoices related to routine operating expenses. Accrued expenses and other current liabilities primarily consist of accruals made for payroll expenses, deferred capitation, and FFS revenue.

Leases

Lease agreements are evaluated to determine whether they are capital or operating leases in accordance with Accounting Standards Codification, Topic No. 840, Leases (“ASC 840”). When any one of the four test criteria in ASC 840 is met, the lease then qualifies as a capital lease. Capital leases are capitalized at the lower of the net present value of the total amount payable under the leasing agreement (excluding finance charges) or the fair market value of the leased asset. Capital lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for tangible fixed assets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method. Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of the lease term. The Company reports the current and long-term portions of capital lease obligations within accrued expenses and other current liabilities and other non-current liabilities, respectively, on the consolidated balance sheets.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”). Goodwill represents the excess of the fair value of the consideration conveyed in and acquisition over the fair value of net assets acquired.

Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year.

When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. The Company performed a qualitative analysis and determined that no indicators of impairment existed at December 31, 2020 and 2019 and therefore, there was no goodwill impairment charge during the years ended December 31, 2020, 2019, and the Successor Period, as a result of the Company’s annual impairment evaluation.

Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method.

Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When circumstances indicate that recoverability may be impaired, the Company assesses its ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Fair value is determined based on appropriate valuation techniques. The Company performed a qualitative analysis and determined that there were no indicators of impairment of its finite-lived intangible assets during the years ended December 31, 2020, 2019, and the Successor Period.

Debt

The Company accounts for debt net of debt issuance costs. Debt issuance costs are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method.

Income Taxes

The Company accounts for income taxes under the asset and liability method under Accounting Standards Codification Topic No. 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.The Company accounts for residual income tax effects in accumulated other comprehensive income due to a change in tax law or a change in judgment about realization of a valuation allowance using the portfolio method and only releases residual amounts when the entire portfolio is liquidated.

Share-Based Compensation Plan

The Company accounts for share-based compensation under Accounting Standards Codification Topic No. 718, Stock Based Compensation (“ASC 718”). As required under ASC 718, the Company accounts for employee share-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model and accounts for forfeitures as incurred.

Excess tax benefits of awards related to stock option exercises are recognized as an income tax benefit in the statement of operations and reflected in operating activities in the statement of cash flows.

Commitments and Contingencies

The Company accounts for contingent liabilities under Accounting Standards Codification Subtopic No. 450-20, Contingencies (“ASC 450-20”). As required by ASC 450-20, Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Fair Value Measurements

The Company accounts for fair value measurements under Accounting Standards Codification Topic No. 820, Fair Value Measurements (“ASC 820”). The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 7 to the consolidated financial statements):

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

●

Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Recently Adopted Accounting Standards

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Topic 718 to include nonemployee share-based payment transactions. This standard is effective for the Company beginning January 1, 2020. Under the guidance in ASU 2018-07, nonemployee share-based payment awards are accounted for in the same manner as employee awards, except for attribution and certain optional valuation exceptions. The Company adopted ASU 2018-07 as of January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in Topic 820. The ASU removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, including the policy for timing of transfers between levels; the description of valuation processes for Level 3 fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another rate that is expected to be discontinued. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted ASU 2020-04 on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases), whereas under current accounting standards the Company’s lease portfolio consists primarily of operating leases and is not recognized on its consolidated balance sheets. The Company will adopt ASC 842 effective January 1, 2022, using the alternative modified transition method and will record a cumulative-effect adjustment to the opening balance of retained earnings as of that date. Prior periods will not be restated. The Company believes the largest impact will be on the consolidated balance sheet for the accounting of facilities-related leases, which represents a majority of its operating leases it has entered into as a lessee. These leases will be recognized under the new standard as ROU assets and operating lease liabilities. The Company will also provide expanded disclosures for its leasing arrangements. The results of operations are not expected to significantly change after adoption of the new standard.

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses(“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”),which amends ASC 740, Income Taxes. This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

Significant Risks and Uncertainties Including Business and Credit Concentrations

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Significant Risks and Uncertainties Including Business and Credit Concentrations

Significant Risks and Uncertainties Including Business and Credit Concentrations

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Interest Rate Risk

The London Interbank Offered Rate (“LIBOR”) may be eliminated in the near future. It is expected that a number of banks currently reporting information used to set LIBOR will stop doing so at the end of 2021 when their reporting commitments end. This will either end the publication of LIBOR immediately or degrade its quality such that it would no longer be a relevant metric to the Company. Change in LIBOR could affect the interest rates of the revolving credit facility and unsecured note payable. If LIBOR is no longer available, the Company will pursue alternative interest rate calculations in its revolving credit facility and unsecured note payable. However, if no alternative can be determined, the LIBOR rate component will no longer be used in determining the rates. As of September 30, 2021 and December 31, 2020, the potential effect of no longer using the LIBOR rate component to the Company’s interest rates would not have had a material effect on the interest rate in the credit facility or the note, thus the discontinuation of LIBOR is not expected to have a material effect on the Company’s financial statements.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per account. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable has implicit collection risk. The Company grants credit without collateral to their patients, most of whom are local residents and are insured under third-party payor agreements. The Company believes this risk is partially mitigated by the Company’s establishment of long-term agreements and relationships with third-party payors that provide the Company with insight into historic collectability and improve the collections process.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of net revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross receivables:
Payor B	21	%	11	%
Payor D	22	%	21	%

All of the Company’s revenue is generated from customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of cost of sales:
Vendor A	51	%	54	%
Vendor B	48	%	44	%

The concentration of gross payables on a percentage basis for major vendors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross payables:
Vendor A	30	%	42	%
Vendor B	59	%	48	%

COVID-19 Pandemic

In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the nine months ended September 30, 2021, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act, and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee-for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company was a beneficiary of these stimulus measures.

The Company received $4,992,758 in Paycheck Protection Program (“PPP”) loans under the CARES Act. PPP loans may be eligible for forgiveness if the funds were used for eligible payroll costs, payments on business mortgage interest payments, rent, or utilities during either the 8- or 24-week period after disbursement (see Note 11). The Company has elected to account for the loans as current debt until such loans are forgiven. Forgiveness was received during the nine months ended September 30, 2021, and as such, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment in the condensed consolidated income statements.

The Company received $2,726,856 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of September 30, 2021 and December 31, 2020, the Medicare accelerated payments

are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. The $2,726,856 is expected to be fully recouped by the first quarter of 2022.

The Company received funding from United States Department of HHS as part of the Provider Relief Funding under the CARES Act. Provider Relief Funding is paid in the form of a grant and does not require repayment if used to cover lost revenue, as defined, attributable to COVID-19 and healthcare-related expenses, as defined, including qualifying direct labor, paid or purchased to prevent, prepare for, and respond to COVID-19. Under International Accounting Standard 20, Accounting for Government Grants (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized the $1,022,520 in other income related to the HHS funding during the nine months ended September 30, 2021 by applying IAS 20 by analogy.

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Interest Rate Risk

The London Interbank Offered Rate (LIBOR) may be discontinued in quality in the near future. It is expected that a number of banks currently reporting information used to set LIBOR will stop doing so at the end of 2021 when their reporting commitments end. This will either end the publication of LIBOR immediately or degrade its quality such that it would no longer be a relevant metric to the Company. Change in LIBOR could affect the interest rates of the revolving credit facility and unsecured note payable. If LIBOR is no longer available, the Company will pursue alternative interest rate calculations in its revolving credit facility and unsecured note payable. However, if no alternative can be determined, the LIBOR rate component will no longer be used in determining the rates. As of December 31, 2020, the potential effect of no longer using the LIBOR rate component to the Company’s interest rates would not have had a material effect on the interest rate in the credit facility or the note, thus the discontinuation of LIBOR is not expected to have a material effect on the Company’s financial statements.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors at December 31, 2020, 2019 and period from September 20, 2018 through December 31, 2018 and period from January 1, 2018 through September 19, 2018 are as follows:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Net Revenue:
Payor A	15	%	18	%	23	%	20	%
Payor B	15	%	16	%	13	%	11	%
Payor C	7	%	11	%	11	%	11	%
Payor D	9	%	11	%	9	%	8	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Receivables:
Payor A	1	%	3	%
Payor B	11	%	24	%
Payor C	3	%	6	%
Payor D	21	%	26	%

All of the Company’s revenue is generated from Customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors at December 31, 2020, 2019 and period from September 20, 2018 through December 31, 2018 and period from January 1, 2018 through September 19, 2018 are as follows:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Cost of Sales:
Vendor A	55	%	57	%	46	%	48	%
Vendor B	45	%	43	%	52	%	50	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Payables:
Vendor B	48	%	49	%
Vendor A	42	%	39	%
All others	10	%	12	%

COVID-19 Pandemic

In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee- for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31,2020, the Company was a beneficiary of these stimulus measures. The Company’s accounting policies for the recognition of these stimulus monies is as follows:

The Company received $2,726,856 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of December 31, 2020, the entire $2.4 million of Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheet. The Company expects the $2,726,856 will be fully recouped during 2021.

The Company received $978,150 from United States Department of HHS as part of the Provider Relief Funding under the CARES Act. Provider Relief Funding is paid in the form of a grant and does not require repayment if used to cover lost revenue, as defined, attributable to COVID-19 and healthcare- related expenses, as defined, including qualifying direct labor, paid or purchased to prevent, prepare for, and respond to COVID-19. Under International Accounting Standard 20, Accounting for Government Grants (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized the $978,150 in other income in the year ended December 31, 2020 by applying IAS 20 by analogy.

Accounts Receivable

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accounts Receivable and Notes Receivable

Note 4. Accounts Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients.

Accounts receivable as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Oral drug accounts receivable	$	2,668,582	$	2,307,872
Capitated accounts receivable		663,562		353,250
FFS accounts receivable		14,355,205		10,962,394
Clinical trials accounts receivable		1,947,626		1,718,846
Other trade receivables		2,621,630		1,803,548
Total	$	22,256,605	$	17,145,910

There were no material direct write-offs related to bad debts for the nine months ended September 30, 2021 and 2020. In the nine months ended September 30, 2021 and 2020, the Company had net bad debt expense (recovery) of $667,099 and $0, respectively.

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Oral drug accounts receivable	$	2,307,872	$	1,179,311
Capitated accounts receivable		353,250		96,000
FFS accounts receivable		10,962,394		10,904,721
Clinical trials accounts receivable		1,718,846		1,743,661
Other trade receivables		1,803,548		692,568
Total	$	17,145,910	$	14,616,261

During the year ended December 31, 2020, 2019 and the period from September 20, 2018 through December 31, 2018 and the period from January 1, 2018 through September 19, 2018 bad debt related to direct write-offs totaled $4,233,053, $326,926, $0, and $0, respectively. Bad debt write-offs were a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts.

On February 26, 2020, the Company entered into a Management Services Agreement with Austin J. Ma, M.D. to provide payor contract servicing. The Company issued a $7.5 million note in exchange for Austin J. Ma, M.D. exiting existing payor arrangements, pending certain contingencies. The note would be repaid annually through payor contract servicing as part of the Master Services Agreement, and the terms of the note included annual straight-line forgiveness over 5 years, with $1.5 million forgiven each year. During the year ended December 31, 2020, the Company determined the loan would not be repaid and would be fully forgiven. The loan was impaired in full and is recorded in other non-operating expenses for the period ended March 31, 2020.

Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Revenue

Note 5. Revenue

Management recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. Management typically fulfills its performance obligations over time, either over the course of a single treatment (“FFS”), a month (capitation), or a number of months (clinical research). Management also has revenue that is satisfied at a point in time (dispensary).

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Patient services
Capitated revenue	$	14,124,468	$	9,720,441	$	39,351,829	$	26,177,975
FFS revenue		18,842,933		19,943,443		53,023,939		60,807,538
Subtotal		32,967,401		29,663,884		92,375,768		86,985,513
Dispensary revenue		17,918,035		16,162,528		53,317,877		46,347,096
Clinical research trials & other revenue		1,389,522		1,423,032		5,004,889		5,216,372
Total	$	52,274,958	$	47,249,444	$	150,698,534	$	138,548,981

Refer to Note 20 for segment reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable represent rights to payment for performance that are only contingent upon the passage of time. The Company does not have any contract assets as of September 30, 2021 and December 31, 2020. Refer to Note 4 for accounts receivable as of September 30, 2021 and December 31, 2020.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of September 30, 2021 and December 31, 2020, contract liabilities amounted to $370,000 and $370,000, respectively. Contract liabilities are presented as “deferred revenue and refund liabilities” under accrued expenses and other current liabilities, refer to Note 9.

Remaining Unsatisfied Performance Obligations

The accounting term for the Company’s contracts do not extend past a year in duration. Additionally, the Company applies the ‘as invoiced’ practical expedient to its clinical research contracts.

Note 5. Revenue

Management recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. Management typically fulfills its performance obligations over time, either over the course of a single treatment (FFS), a month (capitation), or a number of months (clinical research). Management also has revenue that is satisfied at a point in time (dispensary). See Note 2 for summary of the Company’s policies and significant assumptions related to revenue recognition.

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
					Successor		Predecessor
Patient services
Capitated revenue	$	37,381,005	$	31,229,328	$	8,947,525	$	20,560,867
FFS revenue		79,435,792		66,395,553		12,337,260		27,966,161
Subtotal		116,816,797		97,624,881		21,284,785		48,527,028
Dispensary revenue		63,889,875		49,953,992		13,201,609		26,757,955
Clinical research trials and other revenue		6,807,989		7,826,311		2,872,995		515,742
Total	$	187,514,661	$	155,405,184	$	37,359,389	$	75,800,725

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not have any contract assets as of December 31, 2020 and 2019. Refer to Note 4 for accounts receivable as of December 31, 2020 and 2019.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of December 31, 2020 and 2019, contract liabilities amounted to $370,000 and $210,000, respectively. Contract liabilities are presented as “deferred revenue and refund liabilities” under accrued expenses and other current liabilities, refer to Note 9.

Remaining Unsatisfied Performance Obligations

The accounting terms for the Company’s patient services and dispensary contracts do not extend past a year in duration. Additionally, the Company applies the ‘as invoiced’ practical expedient to its clinical research contracts.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Inventories

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 6. Inventories

The Company purchases intravenous chemotherapy drugs and oral prescription drugs from various suppliers.

The Company’s inventories as of September 30, 2021 and December 31, 2020 were as follows:


	September 30,		December 31,
	2021		2020
Oral drug inventory	$	1,712,606	$	1,414,250
IV drug inventory		4,043,972		2,939,982
Total	$	5,756,578	$	4,354,232

Note 6. Inventories

The Company purchases intravenous chemotherapy drugs and oral prescription drugs from various suppliers. See Note 2 for a summary of the Company’s policies relating to intravenous chemotherapy and oral prescription drugs inventory.

The Company’s inventories as of December 31, 2020 and 2019 were as follows:


	December 31,		December 31,
	2020		2019
Oral drug inventory	$	1,414,250	$	1,140,467
IV drug inventory		2,939,982		2,748,521
Total	$	4,354,232	$	3,888,988

Fair Value Measurements and Hierarchy

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	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 end of the reporting period. There were no transfers between levels for the year ended December 31, 2020. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in June 2020, upon trading of the Public Warrants in an active market.

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

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 been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in June 2020.

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

There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2019.

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


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2020 is summarized as follows:


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Note 7. Fair Value Measurements and Hierarchy

The following table presents the carrying amounts of the Company’s financial instruments at September 30, 2021 and December 31, 2020:


	September 30,		December 31,
	2021		2020
Financial assets:
Cash	$	11,531,997	$	5,997,530
Accounts receivable		22,256,605		17,145,910
Other receivables		581,451		112,663
Financial liabilities:
Accounts payable	$	19,013,532	$	12,643,024

The carrying value of cash, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments.

Therefore, the carrying amounts of the financial instruments shown in the above table as of September 30, 2021 and December 31, 2020 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those measurements maximize the use of observable inputs.

There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and the year ended December 31, 2020.

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2020 and 2019:


	December 31,		December 31,
	2020		2019
Financial assets:
Cash	$	5,997,530	$	2,446,201
Accounts receivable		17,145,910		14,616,261
Other receivables		112,663		118,156
Financial liabilities:
Accounts payable		12,643,024		8,885,431

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

Therefore, the carrying amounts of the financial instruments shown in the above table as of December 31, 2020 and 2019 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date.Those measurements maximize the use of observable inputs.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

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.

Property and Equipment, Net

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property and Equipment, Net

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.

Property and equipment, net, consist of the following:


		September 30,		December 31,
	Useful lives	2021		2020
Computers and software	60 months	$	739,853	$	424,099
Office furniture	80 months		305,506		270,761
Leasehold improvements	Shorter of lease term or estimated useful life		3,181,788		1,684,889
Medical equipment	60 months		719,035		515,386
Construction in progress			129,306		204,724
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		162,769
Less: accumulated depreciation			(1,721,078)		(1,158,403)
Total property and equipment, net		$	3,517,179	$	2,104,225

Depreciation expense for the nine months ended September 30, 2021 and September 30, 2020 was $562,676 and $513,830, respectively.

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.See Note 2 for a summary of the Company’s policies relating to property and equipment.

Property and equipment, net, consist of the following:


		December 31,		December 31,
	Useful lives	2020		2019
Computers and software	60 months	$	424,099	$	160,672
Office furniture	80 months		270,761		215,375
Leasehold improvements	Shorter of lease term or estimated useful life		1,684,889		1,159,458
Medical equipment	60 months		515,386		397,896
Construction in progress			204,724		29,320
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		63,151
Less: accumulated depreciation			(1,158,403)		(474,969)
Total property and equipment, net		$	2,104,225	$	1,550,903

Depreciation expense for the years ended December 31, 2020, 2019, and for the period from September 20, 2018 through December 31, 2018 and the period from January 1, 2018 through September 19, 2018 was $690,499, $418,461, $56,508, and $338,196, respectively.

Accrued Expenses and Other Current Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accrued Expenses and Other Current Liabilities

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,871,605	$	3,809,631
Deferred revenue and refund liabilities		1,657,120		3,378,905
Other liabilities		6,229,486		2,263,584
Total accrued expenses and other current liabilities	$	11,758,211	$	9,452,120

Refund liabilities as of September 30, 2021 and December 31, 2020 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Compensation, including bonuses, fringe benefits and payroll taxes	$	3,809,631	$	1,480,500
Deferred revenue and refund liabilities		3,378,905		210,000
Other liabilities		2,263,584		2,520,783
Total accrued expenses and other current liabilities	$	9,452,120	$	4,211,283

Refund liabilities as of December 31, 2020 and 2019 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Leases

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Lessee, Lease, Description [Line Items]

Note 10. Leases

The Company leases clinics, office buildings, and certain equipment under noncancellable capital and operating lease agreements that expire at various dates through July 2028. See Note 15 for the lease commitment disclosure.

Monthly payments for these leases range from $1,000 to $36,130. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. The following summarizes the Company’s capital leases:


	September 30,		December 31,
	2021		2020
Capital leases:
Machinery and equipment	$	162,769	$	162,769
Accumulated amortization		(62,395)		(37,980)
Property, plant, and equipment, net		100,374		124,789
Current installments of obligations under capital leases		32,344		31,191
Long-term portion of obligations under capital leases		72,028		97,044
Total capital lease obligations	$	104,372	$	128,235

Note 10. Leases

The Company leases clinics, office buildings, and certain equipment under noncancellable capital and operating lease agreements that expire at various dates through May 2027. See Note 2 for a summary of the Company’s policies relating to leases and Note 15 for the lease commitment disclosure.

Monthly payments for these leases range from $609 to $55,083. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are variable amounts based on actual costs incurred during each applicable period.

The following summarizes the Company’s capital leases:


	December 31,		December 31,
	2020		2019
Capital leases:
Machinery and equipment	$	162,769	$	63,151
Accumulated amortization		(37,980)		(2,105)
Property, plant, and equipment, net		124,789		61,046
Current installments of obligations under capital leases		31,191		11,277
Long-term portion of obligations under capital leases		97,044		50,059
Total capital lease obligations	$	128,235	$	61,336

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt

Note 11. Debt

Short-term debt and current portion of long-term debt at September 30, 2021 and December 31, 2020 consists of the following:


	September 30,		December 31,
	2021		2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000,000
1% Small Business Administration Loan, due May 2, 2022		—		2,992,758
Current portion of term loan payable		5,125,000		375,000
Less:
Unamortized debt issuance costs		229,725		—
Short-term debt and current portion of long-term debt	$	4,895,275	$	5,367,758

The Company accounts for long-term debt net of debt issuance costs. Long-term debt, net of unamortized debt issuance costs and current portion at September 30, 2021 and December 31, 2020 consists of the following:


	September 30,		December 31,
	2021		2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	5,125,000	$	7,218,750
Less:
Unamortized debt issuance costs		229,725		282,512
Current portion of term loan payable, net of debt issuance costs		4,895,275		375,000
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561,238

On May 2, 2020, the Company entered into a Small Business Administration (“SBA”) loan with MUFG Union Bank, N.A. in the amount of $2,992,758, with interest bearing at 1%. The maturity date of the loan is May 2, 2022.

On May 13, 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan with Celtic Bank Corporation in the amount of $2,000,000, with interest bearing at 1%. The maturity date of the loan is May 13, 2022.

The Company recorded a PPP loan as a result of the acquisition of TOI FL on February 12, 2021 with Valley National Bank in the amount of $149,398, with interest bearing at 1%. The maturity date of the loan is May 4, 2022.

The application for the PPP and SBA funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. Management has performed an assessment and concluded they met the eligibility requirements to participate in the PPP and SBA programs and it is probable they will qualify for forgiveness, as determined by the program administrators within the parameters of the program. The loan proceeds were used to pay for qualifying salaries and were recognized to other revenues in 2020 as qualified expenses were paid. The Company applied for loan forgiveness in December 2020 for the PPP loan and in March 2021 for the SBA loan. Through the TOI FL acquisition, the Company recorded a PPP loan (and corresponding escrow receivable) for which the application for forgiveness was being processed. During the nine months ended September 30, 2021, the Company received notice of forgiveness for each of the PPP and SBA loans. Upon receiving forgiveness, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment, with a corresponding write off of the escrow receivable, in the condensed consolidated statements of operation during the nine months ended September 30, 2021.

On February 26, 2020 the Company entered into a credit agreement with MUFG Union Bank (“Credit Agreement”), which allows the Company to borrow up to an aggregate principal amount of $10,000,000 in the form of term loans, revolving credit commitments (“Revolver”), and a letter of credit (“LOC”) facility. The term loans and the Revolver shall bear interest at base rate plus the applicable margin or LIBOR rate plus the applicable margin. The Company can prepay the obligations at their option or upon the occurrence of certain events. The outstanding principal on the term loans will be repaid in quarterly installments equal to (i) $93,750 on the last business day of each quarter ending December 31, 2023, commencing on June 30, 2020 and (ii) $187,500 on the last business day of each quarter thereafter. The maturity date of the Credit Agreement is February 26, 2025.

As of September 30, 2021, the Company has borrowed $5,125,000 in the form of a term loan. The Company paid down $2,500,000 drawn upon the Revolver in the second quarter, and no additional amounts were drawn during the current quarter. As of March 31, 2021 and December 31, 2020, the Company violated certain covenants in the Credit Agreement. On June 18, 2021, the Company entered into an amendment to the Credit Agreement, which reduced the aggregate principal amount from which the Company can borrow to $9,000,000 and concurrently provided a waiver for the covenant violations. As part of the amendment, the Company paid $2,000,000 of the outstanding principal balance on the term loan and no additional principal payments are required until the quarter ending March 31, 2022. The Company determined that the amendment to the Credit Agreement meet the definition of a debt modification under ASC 470-50, Modifications and Extinguishments. Based on the results of the current quarter, the Company will be in violation of the senior leverage ratio covenant within the Credit Agreement. The Company will not seek a waiver of the violation but will pay the remaining principal and interest associated with the Credit Agreement in the upcoming quarter. Therefore, the Credit Agreement term loan, in its entirety, has been reclassified as current debt.

Net debt issuance costs are presented as a direct reduction in the condensed consolidated balance sheets and amount to $229,725 from current debt and $282,512 from long-term debt as of September 30, 2021 and December 31, 2020, respectively. The amortization of the debt issuance costs was charged to interest expense for all periods presented. The amount of debt issuance costs included in interest expense for the nine months ended September 30, 2021 and September 30, 2020 was approximately $52,787 and $41,950, respectively.

The Company paid interest of $193,096 and $168,530 on the Credit Agreement term loan for the nine months ended September 30, 2021 and 2020, respectively.

Note 11. Debt

Short-term debt and current portion of long-term debt at December 31, 2020 and 2019 consists of the following:


	December 31,		December 31,
	2020		2019
1% Paycheck Protection Program Loan, due May 13, 2022	$	2,000,000	$	—
1% Small Business Administration Loan, due May 2, 2022		2,992,758		—
Current portion of term loan payable		375,000		—
Short-term debt and current portion of long-term debt	$	5,367,758	$	—

The Company accounts for long-term debt net of debt issuance costs. See Note 2 for a summary of the Company’s policies relating to long-term debt. Long-term debt, net of unamortized debt issuance costs and current portion at December 31, 2020 and 2019, consists of the following:


	December 31,		December 31,
	2020		2019
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	7,218,750	$	—
Total long-term debt		7,218,750		—
Less:
Unamortized debt issuance costs		282,512		—
Current portion		375,000		—
Long-term debt, net of unamortized debt issuance costs and current portion	$	6,561,238	$	—

On May 2, 2020, the Company entered into a SBA loan with MUFG Union Bank, N.A. in the amount of $2,992,758, with interest bearing at 1%. The maturity date of the loan is May 2, 2022.

The Company has classified the PPP and SBA loans above entirely as current liabilities as the majority of payments will occur throughout 2021.

The application for the PPP and SBA funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria.Management has performed an assessment and concluded they met the eligibility requirements to participate in the PPP and SBA programs and it is probable they will qualify for forgiveness, as determined by the program administrators within the parameters of the program. The loan proceeds were used to pay for qualifying salaries in 2020 as qualified expenses were paid. The Company applied for forgiveness in December 2020 for the PPP loan and in March 2021 for the SBA loan; however, the Company’s eligibility and qualified expenses are subject to audit by the SBA and although the Company anticipates it will qualify for forgiveness, the SBA may require the Company to repay all or a portion of the loan value recorded for the year ended December 31, 2020. While the Company believes that the PPP loan was properly obtained, there can be no assurance regarding the outcome of an SBA review.

The Company applied for loan forgiveness in December 2020 for the PPP loan. On June 17, 2021, the Company received notice of forgiveness of the loan.

On February 26, 2020 the Company entered into a credit agreement with MUFG Union Bank (“Credit Agreement”), which allows the Company to borrow up to an aggregate principal amount of $10 million in the form of term loans, revolving credit commitments (“Revolver”), and a letter of credit (“LOC”) facility. The term loans and the Revolver shall bear interest at base rate plus the applicable margin or LIBOR rate plus the applicable margin. The Company can prepay the obligations at their option or upon the occurrence of certain events. The outstanding principal on the term loans will be repaid in quarterly installments equal to (i) $93,750

on the last business day of each quarter ending December 31, 2023, commencing on June 30, 2020 and (ii) $187,500 on the last business day of each quarter thereafter. The maturity date of the Credit Agreement is February 26, 2025.

As of December 31, 2020, the Company has borrowed $7,500,000 in the form of a term loan from the $10,000,000 availability of the Credit Agreement, leaving $2,500,000 available borrowings under the Credit Agreement. The Company violated the senior leverage ratio and fixed charge coverage ratio associated with the Credit Agreement’s variable rate term loan in 2020 and during 2021. On June 18, 2021, the Company entered into an amendment to the Credit Agreement which changed the covenants and concurrently received a waiver for the period ended December 31, 2020.

Net debt issuance costs are presented as a direct reduction of the Company’s long-term debt in the consolidated balance sheets and amount to $282,512 and $0 as of December 31, 2020 and 2019, respectively. The amortization of the debt issuance costs was charged to interest expense for all periods presented. The amount of debt issuance costs included in interest expense for the years ended December 31, 2020 and 2019 was approximately $59,988 and $0, respectively.

The aggregate maturities of long-term debt for each of the five years subsequent to December 31, 2020 are: $375,000 in 2021, 2022, and 2023, $750,000 in 2024, and $5,343,750 in 2025.

The Company paid interest of $226,764 on the Credit Agreement term loan for the year ended December 31, 2020.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 11 — Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible.

The income tax provision (benefit) for the year ended December 31, 2020 consists of the following:


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

The provision for income taxes was deemed to be de minimis for the period from November 1, 2019 (inception) through December 31, 2019.

The Company’s net deferred tax assets are as follows:


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from November 1, 2019 (inception) to December 31, 2019, the valuation allowance was $101,676 and $483, respectively.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows:


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

There were no unrecognized tax benefits as of December 31, 2020, and 2019. No amounts were accrued for the payment of interest and penalties as of December 31, 2020, and 2019. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Note 12. Income Taxes

The Company recorded income tax expense of $798,504 for the three months ended September 30, 2021, as compared to income tax benefit of $23,190 for the three months ended September 30, 2020. The increase of $821,694 in income tax expense is primarily related to the corresponding increase in our profitable entity’s, TOI Parent’s, pre-tax book income combined with an increase in our annual effective tax rate. Our effective tax rate decreased to (36.6)% for the three months ended September 30, 2021, from 3.3% for the three months ended September 30, 2020, primarily due to increase in the valuation allowance, partially offset by the tax effect of gain on PPP loan forgiveness, which is not taxable for federal income tax purposes.

The Company recorded income tax expense of $1,796,123 for the nine months ended September 30, 2021, as compared to income tax benefit of $298,102 for the nine months ended September 30, 2020. The increase of $2,094,225 in income tax expense is primarily related to the corresponding increase in our profitable entity’s, TOI Parent’s, pre-tax book income combined with an increase in our effective tax rate. Our effective tax rate increased to 175.2% for the nine months ended September 30, 2021, from 3.3% for the nine months ended September 30, 2020, primarily due to increase in the valuation allowance, partially offset by the tax effect of gain on PPP loan forgiveness, which is not taxable for federal income tax purposes.

Our effective tax rate for the three and nine months ended September 30, 2021, was different than the U.S. federal statutory tax rate of 21.0% primarily due to increase in the valuation allowance, partially offset by the tax effect of gain on PPP loan forgiveness, which is not taxable for federal income tax purposes.

Note 12. Income Taxes

The components of the provision (benefit) for income taxes consists of:


	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	822,490	$	(919,164)	$	(96,674)
State and local		28,183		(424,332)		(396,149)
	$	850,673	$	(1,343,496)	$	(492,823)


	Current		Deferred		Total
Year ended December 31, 2019:
U.S. federal	$	355,245	$	697,261	$	1,052,506
State and local		203,261		127,501		330,762
	$	558,506	$	824,762	$	1,383,268


	Current		Deferred		Total
Period from September 20, 2018 through December 31, 2018:
U.S. federal	$	—	$	552,044	$	552,044
State and local		91,039		179,057		270,096
	$	91,039	$	731,101	$	822,140


	Current		Deferred		Total
Period from January 1, 2018 through September 19, 2018:
U.S. federal	$	—	$	—	$	—
State and local		132,942		(42,337)		90,605
	$	132,942	$	(42,337)	$	90,605

The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations because of the effect of the following items:


					Period from		Period from
					September 20,		January 1,
					2018		2018
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
Income tax at federal statutory rate	$	(3,110,753)	$	(554,131)	$	(246,014)	$	1,266,764
Income not subject to corporate level tax		—		—		(30,292)		(1,266,764)
State tax, net federal benefit		(982,329)		(69,370)		238,489		90,605
Fines and Penalties		—		—		—		—
Transaction costs		—		—		668,779		—
Adjustment to deferred taxes		—		138,648		—		—
Change in tax status		—		—		187,779		—
Income Tax Payable:
Change in valuation allowance		3,596,998		1,854,006		—		—
Other		3,261		14,115		3,399		—
Income tax (benefit) expense	$	(492,823)	$	1,383,268	$	822,140	$	90,605

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below.


	December 31,		December 31,
	2020		2019
Deferred tax assets:
Deferred rent	$	107,988	$	57,780
Accrued Expenses		769,754		351,220
Net operating loss carryforwards		2,528,555		150,367
Management Fees (the Practice)		1,827,864		1,814,880
Impaired assets		2,086,611		—
Deferred revenue		182,467		58,348
Stock Based Compensation		68,505		26,120
Total gross deferred tax assets		7,571,744		2,458,715
Valuation allowance		(5,451,003)		(1,854,005)
Net deferred tax assets		2,120,741		604,710
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation and capitalized interest		(1,905,646)		(1,746,345)
Management Fees (TOI Parent)		(1,827,864)		(1,814,881)
Total gross deferred liabilities		(3,733,510)		(3,561,226)
Net deferred tax liabilities	$	(1,612,769)	$	(2,956,516)

The valuation allowance for deferred tax assets as of December 31, 2020, and December 31, 2019, was $(5,451,003) and $(1,854,005), respectively. The net change in the total valuation allowance was an increase of $3,596,998 in 2020 and an increase of $1,854,005 in 2019.

The valuation allowance at December 31, 2020, was primarily related to net operating loss carryforwards of the Practice that, in the judgment of management, are not more likely than not to be realized. TOI Parent and the Practice file separate federal and state tax returns. Accordingly, net operating losses of the Practice cannot offset taxable income of TOI Parent. Deferred tax assets and deferred tax liabilities have been separately determined for TOI Parent and the Practice, as has the valuation allowance assessment for each. The table above reflects the combined deferred tax assets, deferred tax liabilities, and valuation allowance for both TOI Parent and the Practice. Of the $(5,451,003) total valuation allowance, $(4,801,222) is attributable to the Practice and $(649,781) is attributable to TOI Parent. The net deferred tax liabilities of $(1,612,769) is primarily attributable to TOI Parent, which is net of a $(649,781) valuation allowance. The Practice has total gross deferred tax assets of $4,922,056, most of which is reduced by a valuation allowance.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the effect of available carry back and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2020. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

At December 31, 2020, the Company has net operating loss carryforwards for Federal income tax purposes of $7,637,918, all attributable to the Practice, which are available to offset future Federal taxable income of the Practice indefinitely. The Company has net operating loss carryforwards for state income tax purposes of $8,424,443, most of which is attributable to the Practice, which will begin to expire after 2041.

Pursuant to Internal Revenue Code Section 382, annual use of the Company’s net operating loss (“NOL”) carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed a Section 382 analysis, however, it is not aware of any transactions that would result in an ownership change under Section 382. Further, the Company’s direct shareholders have remained constant since its inception in 2018.

A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2020 and 2019 is as follows:


	December 31,		December 31,
	2020		2019
Beginning balance of unrecognized tax benefits	$	1,902,659	$	—
Additions based on tax positions related to the current year		—		1,902,659
Additions based on tax positions of prior years		—		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	1,902,659	$	1,902,659

The Company anticipates reversal of the above amount within the next 12 months upon amendment of the Company’s 2019 federal and state income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Due to the Company’s NOL position, no interest or penalties have been recognized with respect to unrecognized tax benefits, as such amounts are considered immaterial.

The Company is subject to taxation in the U.S., California, and Arizona. As of December 31, 2020, the statute of limitations remains open for tax year 2018, 2019, and 2020.

The Company has accounted for the changes in net operating loss carryovers as a result of the CARES Act. Other provisions of the CARES Act did not have a material impact on the Company’s financial statements as of December 31, 2020.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Common and Preferred Shares

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

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.

Note 8 — Stockholders’ Equity

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 December 31, 2020, and 2019, 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 December 31, 2020, there were 23,000,000 shares of Class A common stock issued or outstanding, all were subject to possible redemption, and therefore classified outside of permanent equity. As of December 31, 2019, there were no shares of Class A common stock issued or outstanding.

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. On December 30, 2019, the Company initially issued 4,312,500 shares of Class B common stock. On February 19, 2020, in connection with the proposed increase of the size of the Initial Public Offering, the Company effected a split of its Class B common stock resulting in the Sponsor holding 5,360,000 Founder Shares and an increase in the total number of Class B common stock outstanding from 4,312,500 to 5,750,000. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares were subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. All shares and associated amounts have been retroactively restated. The underwriters exercised their over-allotment option in full on March 13, 2020; thus, the 750,000 shares of Class B common stock were no longer subject to forfeiture. As of December 31, 2020, and 2019, there were 5,750,000 shares of Class B common stock issued outstanding.

Note 13. Common and Preferred Shares

The Company issued Series A Preferred Shares under the Company’s original Certificate of Incorporation dated September 10, 2018 and the Company’s Shareholders’ Agreement dated September 19, 2018. The Certificate of Incorporation was amended and restated on September 14, 2018 (“Amendment I”) and again on November 6, 2020 (“Amendment II”).

Per the original Certificate of Incorporation, the Company had authority to issue 30,000 shares, consisting of 20,000 common shares and 10,000 Series A Preferred Shares. The Company issued 10,000 shares of Series A Preferred Shares on September 10, 2018 at $0.001 par value per share.

As a result of Amendment I to the Certificate of Incorporation, Series A Preferred shareholders were entitled to a return of capital on their shares prior to any declaration or payment of dividends to common shareholders. The original preferred return was equal to the number of shares held by the preferred shareholder multiplied by the price paid for such shares. In the event of liquidation, dissolution, or winding up of the operations of the Company, Series A Preferred shareholders had preferential liquidation rights compared to the common shareholders. As such, the preferred shareholders were entitled to full payment of the original preferred return before the remaining assets of the Company were to be distributed to common and preferred shareholders based on their pro-rata share of total outstanding securities. Holders of Series A Preferred Shares were granted one vote, per share, for all matters voted on by the common shareholders of the Company.

Given the short duration and immaterial operations of the Company between the execution of Amendment I as compared to the Original Certificate of Incorporation, there was no material accounting impact to the Company’s financial statements resulting from the execution of Amendment I.

As a result of Amendment II, the Company now has the authority to issue 420,000 shares consisting of 400,000 common shares and 20,000 Series A Preferred Shares. Additionally, each outstanding common share was split into 10 common shares. Amendment II resulted in an extinguishment of old Series A Preferred Shares under the original Certificate of Incorporation and a deemed authorization and issuance of new Series A Preferred Shares. As such, the Company recognized Series A Preferred Shares at fair value at the amendment date, with the difference between the fair value and carrying value being recognized in retained earnings. The fair value of the Series A Preferred Shares was derived using a combination of a an option pricing model (“OPM”) and common stock equivalent method (“CSE”) which are considered Level 2 and Level 3 inputs, respectively, in the fair value hierarchy.

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%

Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Further, under Amendment II, cumulative dividends on Series A Preferred Shares will accrue, whether or not declared by the Board at a rate of 6% per year. The preferred shareholders are entitled to payment of all accrued but unpaid dividends prior to declaration or payment of dividends to common shareholders. As of September 30, 2021 and December 31, 2020, dividends in arrears were $9,547,569 and $6,883,835, respectively. In the event of liquidation, Series A Preferred shareholders are entitled to receive payment of assets before distribution to common shareholders. If the full preferential amount is unavailable, the Series A Preferred shareholders will share ratably in the distribution.

Additionally, holders of Series A Preferred Shares now have 10 votes, per share, as of November 6, 2020, for all matters voted upon by the common shareholders of the Company and have the option to convert outstanding Series A Preferred Shares into common shares, at any point in time, by a factor of 1-to-10.

The Series A Preferred shareholders control the vote of the Board through direct representation and can initiate a sale of the Company that may result in the Series A Preferred Shares being redeemed for cash. This potential event is deemed to be outside the control of the Company and therefore, the Series A Preferred Shares are accounted for as temporary equity.

In the first quarter of 2021, TOI Parent executed an equity capital raise in separate transactions with 3 accredited investors. A total of 1,451 of the Company’s Series A Preferred Shares were purchased in exchange for $20,000,000 and are subject to the terms of Amendment II of the Certificate of Incorporation. There were 11,451 Series A Preferred Shares issued and outstanding at September 30, 2021 and 10,000 Series A Preferred Shares issued and outstanding at December 31, 2020.

Note 13. Common and Preferred Shares

As a result of Amendment II, the Company has the authority to issue 420,000 shares consisting of 400,000 common shares and 20,000 Series A Preferred Shares. Additionally, each outstanding common share was split into 10 common shares. Amendment II resulted in the addition of a conversion option which allows the preferred shareholders to convert the Series A Preferred Shares into common shares. In addition, under Amendment II, the preferred shareholders are entitled to 6% cumulative dividends. Therefore, Amendment II resulted in an extinguishment of old Series A Preferred Shares under the original Certificate of Incorporation and a deemed authorization and issuance of new Series A Preferred Shares. As such, the Company recognized Series A Preferred Shares at fair value at the amendment date, with the difference between the fair value and carrying value being recognized in retained earnings. The fair value of the Series A Preferred Shares was derived using a combination of an option pricing method (“OPM”) and common stock equivalent method (“CSE”) which are considered Level 2 and Level 3 inputs, respectively, in the fair value hierarchy.

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Further, under Amendment II, cumulative dividends on Series A Preferred Shares will accrue, whether or not declared by the Board, at a rate of 6% per year. The preferred shareholders are entitled to payment of all accrued but unpaid dividends prior to declaration or payment of dividends to common shareholders. As dividends have not been declared no liability associated with the accrued dividends has been recognized by the Company. As of December 31, 2020, dividends in arrears were $6,883,835. In the event of liquidation, Series A Preferred shareholders are entitled to receive payment of assets before distribution to common shareholders. If the full preferential amount is unavailable, the Series A Preferred shareholders will share ratably in the distribution.

Additionally, holders of Series A Preferred Shares now have 10 votes, per share, for all matters voted upon by the common shareholders of the Company and have the option to convert outstanding Series A Preferred Shares into common shares, at any point in time, by a factor of 1-to-10.

As of December 31, 2020, there were 100 common shares outstanding as one option holder of the Company’s 2019 Non-Qualified Stock Option Plan exercised their option to purchase the Company’s common shares on September 12, 2020. The Company had no outstanding common shares as of December 31, 2019, and 2018. The Practice, the Predecessor entity, had 1,000 common shares outstanding as of September 19, 2018.

Share-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award

Share-Based Compensation

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (“the Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The Plan provides for the grant of options (“the Stock Options”) to acquire common shares of the Company. The Company issued immaterial amounts of stock options to non-employees for the nine months ended September 30, 2021 and the year ended December 31, 2020.

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

The total number of common shares for which Stock Options may be granted under the Plan shall not exceed 13,640. The Plan was amended on November 6, 2020, pursuant to which the total number of common shares for which Stock Options may be granted under the Plan shall not exceed 15,640. At September 30, 2021, there were 399,900 common shares of the Company authorized and unissued.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 Stock Options are provided in the following table:


	9 Months Ended
	09/30/2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	38.6% and 40.2	%
Risk-free interest rate	0.76% to 1.12	%
Expected term (years)	7

Stock option activity during the periods indicated is as follows:


				Weighted
		Weighted		average	Aggregate
	Number	average		remaining	intrinsic
Stock options	of shares	exercise price		contractual term	value
Balance at January 1, 2021	14,860	$	497.95
Granted	2,023		630.00
Exercised	—
Forfeited	(1,215)		504.38
Expired	—
Balance at September 30, 2021	15,668		514.50	8.31		—
Vested options exercisable at September 30, 2021	2,578	$	497.03	6.86		—

In June, 2021 the Company and certain participants in the Plan entered into agreements to amend the terms of the Stock Options previously issued to the participant during Q1 and Q2 2021. The amendment primarily related to updating the exercise price, vesting conditions, and the number of Stock Options. The modification to the Stock Options resulted in immaterial incremental share-based compensation expense recorded in the Company’s statement of operations. Total share-based compensation expense for the nine months ended September 30, 2021 and September 30, 2020 was $152,617 and $112,669, respectively, and for the three months ended September 30, 2021 and September 30, 2020, share-based compensation expense was $59,678 and $36,343, respectively.

At September 30, 2021 and September 30, 2020, there was $604,655 and $384,434, respectively, of total unrecognized compensation cost related to unvested service Stock Options granted under the Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.68 and 3.07 years for the 2021 and 2020 unrecognized compensation costs, respectively. At September 30, 2021 and September 30, 2020, there was $1,294,168 and $807,777, respectively, of unrecognized stock compensation related to the unvested performance Stock Options granted under the Plan that are expected to vest. The total fair value of common shares vested for the nine months ended September 30, 2021 and September 30, 2020 was $321,591 and $220,518, respectively, and for the three months ended September 30, 2021 and September 30, 2020, the fair value of common shares vested was $84,813 and $38,759, respectively.

Restricted Stock Awards (“RSAs”)

Additionally, Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of the Company, enters into arrangements with physicians employed by TOI CA to issue RSAs which represent Series A Preferred Shares of the Company. The RSAs only have performance vesting requirements linked to the sale of the Company so long as the optionee remains continuously and actively employed by the Company’s subsidiaries through the vesting date.

For the nine months ended September 30, 2021 and the year ended December 31, 2020, Holdings issued 0 and 188 RSAs, respectively. The optionee is not entitled to dividends or distributions from the Company, nor are they entitled to vote. Additionally, the RSA may not be sold, transferred, pledged, or assigned at any time.

No RSAs were issued for the nine months ended September 30, 2021 and the year ended December 31, 2020.

A summary of the activity for the RSAs for the nine months ended September 30, 2021 is shown in the following table:


		Number
		of shares
Balance at January 1, 2021		238
Granted		—
Forfeited		(4)
Balance at September 30, 2021		234

For the nine months ended September 30, 2021 and September 30, 2020, no compensation costs were recognized related to the RSAs. At September 30, 2021 and September 30, 2020, there was no unrecognized compensation expense related to the RSAs that are expected to vest.

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The Plan provides for the grant of options (the “Stock Options”) to acquire common shares of the Company. The Company issued immaterial amounts of stock options to non- employees for the years ended December 31, 2020 and 2019.

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 7-year terms, after which they expire and are no longer exercisable.

The total number of common shares for which Stock Options may be granted under the Plan shall not exceed 13,640. The Plan was amended on November 6, 2020, pursuant to which the total number of common shares for which Stock Options may be granted under the Plan shall not exceed 15,640. At December 31, 2020 and 2019, there were 399,900 and 400,000, respectively, common shares of the Company authorized and unissued.

Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2020 and 2019 Stock Options are provided in the following table:


	2020		2019
Valuation assumptions
Expected dividend yield	—	%	—	%
Expected volatility	35.00% to 40.20	%	54.30	%
Risk-free interest rate	0.51% to 2.62	%	1.60% to 2.62	%
Expected term (years)	7		7

Stock option activity during the periods indicated is as follows:


		Weighted		Weighted average
	Number of	average exercise		remaining		Aggregate
Stock options	shares	price		contractual term		intrinsic value
Balance at January 1, 2020	9,965.00	$	496.10
Granted	7,170.00		499.94
Exercised	(100.00)		496.10
Forfeited	(2,175.00)		496.10
Expired	—		—
Balance at December 31, 2020	14,860.00	$	497.95	8.94	$	—
Vested Options Exercisable at December 31, 2020	1,270.00	$	496.10	8.25	$	—


		Weighted		Weighted average
	Number of	average exercise		remaining	Aggregate
Stock options	shares	price		contractual term	intrinsic value
Balance at January 1,2019	—	$	—
Granted	13,945.00		496.10
Exercised	—		—
Forfeited	(3,980.00)		496.10
Expired	—		—
Balance at December 31, 2019	9,965.00	$	496.10	9.39	$	—
Vested Options Exercisable at December 31, 2019	318.75	$	496.10	8.70	$	—

Total share-based compensation expense during the years ended December 31, 2020 and 2019 was $150,796 and $94,007, respectively.

At December 31, 2020 and 2019, there was $492,014 and $506,688, respectively, of total unrecognized compensation cost related to unvested service Stock Options granted under the Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 3.05 and 3.38 years for the 2020 and 2019 unrecognized compensation costs, respectively. At December 31, 2020 and 2019, there was $1,200,153 and $762,256 of unrecognized stock compensation related to unvested performance Stock Options granted under the plan that are expected to vest. The total fair value of common shares vested during the years ended December 31, 2020 and 2019 was $97,696 and $291,555, respectively.

Restricted Stock Awards (“RSAs”)

Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of the Company, enters into arrangements with physicians employed by the Practice to issue RSAs which represent Series A Preferred Shares of the Company. The RSAs only have performance vesting requirements linked to the sale of the Company so long as the optionee remains continuously and actively employed by the Company’s subsidiaries through the vesting date.

For the years ended December 31, 2020 and 2019, Holdings issued 188 and 100 RSAs, respectively. The optionee is not entitled to dividends or distributions from the Company, nor are they entitled to vote.Additionally, the RSA may not be sold, transferred, pledged, or assigned at any time.

The grant date fair value of the RSAs for the years ended December 31, 2020 and 2019 was determined to be $4,874 based on the fair value of the Series A Preferred Shares at that date.

A summary of the activity for the RSAs for the years ended December 31, 2020 and 2019 are shown in the following table:


		Number of
		shares
Balance at January 1,2020		93
Granted		188
Forfeited		(43)
Balance at December 31, 2020		238


		Number of
		shares
Balance at January 1, 2019		—
Granted		100
Forfeited		(7)
Balance at December 31, 2019		93

The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the years ending December 31, 2020 and 2019, no compensation costs were recognized related to the RSAs. As of December 31, 2020 and 2019, there was $1,159,977 and $453,269 of unrecognized compensation expense related to the RSAs that are expected to vest.

2020 Sale Bonus Plan

Starting December, 2020, the Company issued bonus awards under the 2020 Sale Bonus Plan (the “Bonus Plan”) along with the Stock Options with performance vesting conditions to certain physicians of the Practice. The Stock Options and the bonus awards under the Bonus Plan vest upon the sale of the Company. The bonus award the optionee is eligible for is equal to the exercise price of the Stock Option, and is intended to incentivize the physicians to remain employed with the Practice.

The Company accounts for the bonus awards in accordance with ASC Topic No. 710, Compensation — General (“ASC 710”). The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the year ended December 31, 2020, no liability associated with the bonus awards have been recognized by the Company.

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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

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.

Note 6 — Commitments and Contingencies

Registration Rights

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.

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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 15. Commitments and Contingencies

The Company evaluates contingencies based upon available evidence. In addition, allowances for losses are provided each year for disputed items which have continuing significance. The Company believes that allowances for losses have been provided to the extent necessary, and that its assessment of contingencies is reasonable. Due to the inherent uncertainties and subjectivity involved in accounting for contingencies, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. To the extent that the resolution of contingencies results in amounts which vary from management’s estimates, future operating results will be charged or credited. The principal commitments and contingencies are described below.

Leases

The Company leases its offices, clinics and certain equipment under non-cancellable operating leases, and certain equipment under capital lease agreements, that expire at various dates through 2028. The Company has 49 rental agreements for property. Additionally, the Company has 4 rental agreements for medical equipment classified as capital leases.

Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of September 30, 2021 were:


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	8,572	$	874,490
2022		36,736		3,430,762
2023		36,736		3,151,293
2024		30,614		2,673,093
2025		—		2,141,122
Thereafter		—		1,674,718
Total minimum lease payments	$	112,658	$	13,945,478
Less: amount representing interest (6% interest rate)		(8,286)
Present value of net minimum capital lease payments		104,372
Less current installments of obligations under capital leases		(32,344)
Obligations under capital leases, excluding current installments	$	72,028

Legal Matters

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to Accounting Standards Codification No. 450-20, Disclosure of Certain Loss Contingencies. During the nine months ended September 30, 2021, the Company accrued a loss contingency for a legal matter related to an employee lawsuit, which was settled for approximately $350,000.

Indemnities

indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheet.

The Health Insurance Portability and Accountability Act

The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations.The Company believes it is in compliance with these laws.

Regulatory Matters

Laws and regulations governing the Medicare program and healthcare generally, are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs.

Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. The Company does not have any reserves for regulatory matters as of September 30, 2021 and December 31, 2020.

Liability Insurance

The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities, arising out of claims asserted against the Company or the Company’s affiliated professional organizations, in the future where the outcomes of such claims are unfavorable.

The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage.

Note 15. Commitments and Contingencies

Leases

The Company leases its offices, clinics and certain equipment under non-cancellable operating leases, and certain equipment under capital lease agreements, that expire at various dates through 2027. The Company has 43 rental agreements for property. Additionally, the Company has 4 rental agreements for medical equipment classified as capital leases.


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	36,736	$	3,095,533
2022		36,736		2,831,516
2023		36,736		2,559,759
2024		30,614		2,060,385
2025		—		1,510,935
Thereafter		—		793,363
Total minimum lease payments	$	140,822	$	12,851,491
Less: amount representing interest (6% interest rate)		(12,587)
Present value of net minimum capital lease payments		128,235
Less current installments of obligations under capital leases		(31,191)
Obligations under capital leases, excluding current installments	$	97,044

Legal Matters

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to ASC 450-20. As of the end of December 31, 2020, the Company accrued a loss contingency for a legal matter related to an employee lawsuit, which was settled in 2021 for approximately$350,000.

Indemnities

The Company’s Articles of Incorporation and bylaws require it, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines, and settlements, paid by the individual in connection with any action, suit, or proceeding arising out of the individual’s status or service as its director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically,the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets.

The Health Insurance Portability and Accountability Act

The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. The Company believes it is in compliance with these laws.

Regulatory Matters

Liability Insurance

Business Combination

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Business Combination

Note 16. Business Combination

On February 12, 2021 (the “Acquisition Date”), the Company entered into an asset purchase agreement and master services agreement (PCC MSA) with Anil N Raiker, M.D., P.L.C., d/b/a Pinellas Cancer Center (“PCC”) and Anil Raiker, M.D., an individual. Pursuant to the asset purchase agreement, the Company purchased from PCC certain non-clinical assets, properties, and rights. Pursuant to the PCC MSA, TOI Management established an ongoing management services agreement which grants TOI Management the right to control the non-clinical and management operations of PCC. Anil Raiker, M.D. continued to own all of the issued and outstanding equity interests of PCC.

Pursuant to the PCC MSA, and as further described in Note 17, TOI Management became PCC’s primary beneficiary and thus consolidated PCC and its subsidiaries. The consolidation of PCC (the “Acquisition”) at the Acquisition Date constituted a business combination in accordance with ASC 805. See Note 2 for a summary of the Company’s policies related to business combinations.

The estimated fair value of the net assets acquired at the Acquisition Date amounted to $256,514. The total consideration for the Acquisition was $1,710,000, comprised of a cash payment of $892,500 and deferred consideration of $817,500. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

The purchase consideration for the Acquisition has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill of approximately $1,453,486.

The Acquisition was made primarily to expand the Company’s market share to the Florida market. The goodwill of $1,453,486 arising from the purchase is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining operations with the Company. The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgement. The fair values assigned to the assets acquired are based on estimates and assumptions from data that is readily available.


Consideration:
Cash	$	892,500
Deferred consideration arrangement		817,500
Fair value of total consideration transferred		1,710,000
Estimated fair value of assets acquired and liabilities assumed:
Cash		65,042
Accounts receivable		248,816
Inventory		62,656
Other receivables		149,398
Goodwill		1,453,486
Total assets acquired		1,979,398
Accounts payable		120,000
Debt, inclusive of PPP		149,398
Total liabilities assumed		269,398
Net assets acquired	$	1,710,000

Subsequent to the Acquisition, the Company filed an amendment to the articles of incorporation of PCC to legally change the name to The Oncology Institute FL, LLC (TOI FL). The change was solely nominal, and the legal form, tax attributes, and books and records of PCC all remained.

The revenues, earnings, and pro forma effects of the Acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Note 16. Business Combination

Business Combination Information

During 2018, the Agajanian Family Trust, American Institute of Research, and Richy Agajanian Holdings, a Professional Corporation, founded TOI Management as a management services organization for provider organizations.

On September 19, 2018 (the “Acquisition Date”), TOI Management acquired all the non-clinical assets of the Practice, ICRI, and HHHC in exchange for TOI Management’s equity (the “Non-Clinical Asset Purchase”). Concurrently on the Acquisition Date, TOI Management entered into a management services agreement (the “MSA”) with the Practice and its subsidiaries to provide comprehensive management and administrative services.

Pursuant to the MSA, and as further described in Note 17, TOI Management became the Practice’s primary beneficiary and thus consolidated the Practice and its subsidiaries. The consolidation of the Practice (together with the Non-Clinical Asset Purchase, the “Acquisition”) at the Acquisition Date resulted in the fair valuation of the Practice’s net assets. Intangible assets identified included payor contracts, trade names, and clinical contracts, which were recorded at fair value. The remaining difference in net assets at fair value was allocated to goodwill. See Note 2 for a summary of the Company’s policies relating to business combinations.

The total consideration transferred was $44,958,702, of which $34,875,000 was in cash and rollover units valued at $10,083,702. Acquisition and integration expenses paid the Company totaled $3,184,660 for the year ended December 31, 2018 and are included in the Successor financial statements in selling, general, and administrative expenses.

The fair value of assets acquired and liabilities assumed as part of the Acquisition is summarized as follows:


Fair value of assets acquired and liabilities assumed:
Cash	$	505,317
Accounts receivable		11,097,858
Inventories		2,707,640
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Goodwill		14,076,674
Intangible assets, net		25,234,000
Total assets acquired	$	54,154,447
Accounts payable	$	136,989
Accrued expenses and other current liabilities		7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	$	9,195,745
Net assets acquired	$	44,958,702

In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of the acquired assets, analyses of historical financial performance of the services, and estimates of future performance of the products and intellectual properties acquired. The Company has recorded the purchase price of the identified intangible assets and is amortizing such values over their estimated useful life of 10 years.

The goodwill of $14,076,674 arising from the purchase is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the Practice and ICRI and centrally managing the two with TOI Management. The establishment of the allocation to goodwill and identifiable intangible assets requires the extensive use of accounting estimates and management judgement. The fair values assigned to the assets acquired are based on estimates and assumptions from data that is readily available. All of the acquired goodwill is deductible for tax purposes.

Unaudited Supplemental Pro Forma Information

The pro forma results presented below include the effects of the Acquisition as if it had occurred on January 1, 2018. The pro forma results for the year ended December 31, 2018 include the additional amortization resulting from the adjustments to the value of intangible assets resulting from purchase accounting. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The pro forma information does not purport to be indicative of what our results of operations would have been if the Acquisition had in fact occurred at the beginning of the period presented and is not intended to be a projection of our future results of operations. Transaction expenses are included within the pro forma results.

The unaudited pro forma combined revenue and net income for the twelve months ended December 31, 2018 are $113,160,114 and $2,136,657 respectively.

Variable Interest Entities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 17. Variable Interest Entities

The Company prepares its condensed consolidated financial statements in accordance with Accounting Standards Codification Topic No. 810, Consolidations (“ASC 810”), which provides for the consolidation of VIEs of which TOI Parent is the primary beneficiary.

Pursuant to the MSAs established with TOI CA and TOI FL, TOI Management is entitled to receive a management fee, which represents a variable interest in and the right to receive the benefits of TOI CA and TOI FL. Through the terms of the MSAs, TOI Management receives the right to direct the most significant activities of TOI CA and TOI FL. Therefore, TOI CA and TOI FL are variable interest entities and TOI Management is the primary beneficiary that consolidates TOI CA, TOI FL, and its subsidiaries.

Accordingly, the condensed consolidated financial statements include the accounts of TOI Parent and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation. The following table presents the total assets and liabilities of the consolidated VIEs:


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash	$	1,537,568	$	19,502
Accounts receivable		22,256,608		17,145,910
Other receivables		99,445		49,163
Inventories, net		5,756,578		4,354,232
Prepaid expenses and other current assets		675,233		719,063
Total current assets		30,325,432		22,287,870
Intangible assets, net		479,167		—
Other assets		306,640		200,600
Goodwill		150,000		150,000
Total assets	$	31,261,239	$	22,638,470
Liabilities
Current liabilities:
Accounts payable	$	17,694,967	$	11,953,239
Accrued expenses and other current liabilities		4,231,336		5,818,538
Income taxes payable		220,046		220,046
Current portion of long-term debt		—		2,000,000
Amounts due to affiliates		34,013,311		19,883,097
Total current liabilities		56,159,660		39,874,920
Other non-current liabilities		896,082		551,228
Total liabilities	$	57,055,742	$	40,426,148

Single physician holders retain equity ownership in TOI CA and TOI FL, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA or TOI FL, however. As such, for the nine months ended September 30, 2021, net loss of $770,748 and $0 was attributable to TOI Parent and to the noncontrolling interest, respectively. For the nine months ended September 30, 2020, net loss of $9,503,489 and $0 was attributable to TOI Parent and to the noncontrolling interest, respectively.

Note 17. Variable Interest Entities

The Company prepares its consolidated financial statements in accordance with Accounting Standards Codification Topic No. 810, Consolidations (“ASC 810”), which provides for the consolidation of VIEs of which TOI Parent is the primary beneficiary.

Pursuant to the MSA entered into on the Acquisition Date, TOI Management is entitled to receive a management fee, which represents a variable interest in the Practice and the right to receive the benefits of the Practice. In conjunction with the MSA, TOI Management entered into a stock transfer restriction agreement which granted the TOI Management, a non-equity holder in the Practice, the right to direct the most significant activities of the Practice. Therefore, the Practice is a variable interest entity and TOI Management is the primary beneficiary that consolidates the Practice and its subsidiaries.

The consolidated financial statements include the accounts of TOI Parent and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	19,502	$	2,440,898
Accounts receivable		17,145,911		14,616,261
Other receivables		49,163		—
Inventory		4,354,232		3,888,988
Prepaid expenses		719,063		72,226
Total current assets		22,287,871		21,018,373
Other assets		200,600		101,746
Goodwill		150,000		—
Total assets	$	22,638,471	$	21,120,119
Liabilities
Current liabilities:
Accounts payable		11,953,239		7,732,372
Accrued expenses and other current liabilities		6,038,584		3,087,119
Current portion of long-term debt		2,000,000		—
Amounts due to affiliates		19,883,097		16,897,690
Total current liabilities		39,874,920		27,717,181
Other non-current liabilities		551,228		—
Total liabilities	$	40,426,148	$	27,717,181

Richy Agajanian Holdings, a Professional Corporation, retains equity ownership in the Practice that grants a nominal noncontrolling interest. The equity representing the noncontrolling interest does not participate in the profit or loss of the Practice, however. As such, in 2020, net loss of $14,321,235 and $0 was attributable to TOI Parent and to the noncontrolling interest, respectively. In 2019, net income (loss) of $(4,021,395) and $0 was attributable to TOI Parent and to the noncontrolling interest, respectively. For the period from September 20, 2018 through December 31, 2018 net income (loss) of $(1,993,628) and $0 was attributable to TOI Parent and to the noncontrolling interest, respectively.

Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 18. Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated depreciation.

Intangible Assets

As of September 30, 2021, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400,000	$	(5,680,572)	$	13,719,428
Trade names	10 years		4,170,000		(1,248,736)		2,921,264
Clinical contracts	10 years		2,164,000		(648,025)		1,515,975
Total intangible assets		$	25,734,000	$	(7,577,333)	$	18,156,667

As of December 31, 2020, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

On May 1, 2021, TOI Management, through PCC, entered into a purchase agreement to acquire certain clinical assets from Oncology Association, P.A. (“OA”) from Pedro Mendez, M.D. Management determined the acquisition of OA is an asset acquisition. The Company paid $500,000, consisting of cash and deferred cash consideration, in exchange for intangible assets in the form of payor contracts. The entire $500,000 was assigned to the payor contract intangible asset class with a weighted average amortization period of 10 years.

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2021 is as follows:


	Amount
Year ending December 31:
Remainder of 2021	$	625,189
2022		2,500,757
2023		2,500,757
2024		2,500,757
2025		2,500,757
Thereafter		7,528,450
Total	$	18,156,667

The aggregate amortization expense during the nine months ended September 30, 2021 and September 30, 2020 was $1,858,902 and $1,874,390, respectively and during the three months ended September 30, 2021 and September 30, 2020 was $625,189 and $612,689, respectively.

Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, patient services, dispensary, and clinical trials & other. The goodwill allocated to each of the reporting units as of September 30, 2021 and December 31, 2020 is as follows:


	September 30, 2021		December 31, 2020
Patient services	$	10,497,489	$	9,044,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	15,680,160	$	14,226,674

The changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 are as follows:


	2021		2020
Balance as of January 1:
Gross goodwill	$	14,226,674	$	14,076,674
Goodwill acquired during the period		1,453,486		150,000
Goodwill, net as of September 30 and December 31	$	15,680,160	$	14,226,674

Note 18. Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated depreciation. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets.

Intangible Assets

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average		Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2019, the Company’s intangible assets, net consists of the following:


	Weighted
	average	Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(2,420,250)	$	16,479,750
Trade names	10 years		4,170,000		(533,992)		3,636,008
Clinical contracts	10 years		2,164,000		(277,112)		1,886,888
Total intangible assets		$	25,234,000	$	(3,231,354)	$	22,002,646

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2020 is as follows:


	Amount
Year ending December 31:
2021	$	2,450,757
2022		2,450,757
2023		2,450,757
2024		2,450,757
2025		2,450,757
Thereafter.		7,261,784
Total	$	19,515,569

The aggregate amortization expense during the years ended December 31, 2020, 2019, and 2018 were $2,487,078, $2,523,400, and $707,954, respectively.

Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, dispensary, patient services, and clinical trials & other. The goodwill allocated to each of the reporting units as of December 31, 2020 and 2019 is as follows:


	December 31,		December 31,
	2020		2019
Patient services	$	9,044,003	$	8,894,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	14,226,674	$	14,076,674

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Balance as of January 1:
Gross goodwill	$	14,076,674	$	14,076,674
Goodwill acquired during the period		150,000		—
Goodwill, net as of December 31	$	14,226,674	$	14,076,674

The Company acquired a clinical practice, Manuel Zevallos, MD, a Professional Corporation, during the year ended December 31, 2020 for $100,000 in cash and $50,000 in deferred cash consideration. The acquisition was only for goodwill and no assets or liabilities were acquired.

Net Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 19. Net Loss Per Share

The following is a reconciliation of the numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net loss attributable to TOI Parent, Inc.	$	(2,980,123)	$	(675,948)	$	(770,748)	$	(9,503,489)
Basic and diluted weighted average shares outstanding		114,510		10,000		114,510		10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(26.03)	$	(67.59)	$	(6.73)	$	(950.35)

(1)

The computation of weighted average shares outstanding applies the Series A Preferred Shares on an as-converted basis following the execution of Amendment II in November 2020, which added a one-to-ten conversion feature. As such, the Series A Preferred Shares are applied to the computation of weighted average shares outstanding on an as-converted basis for the nine months ended September 30, 2021.

All stock options were “out-of-the-money” up to and through the year ended December 31, 2020.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021	2020	2021	2020
Stock Options ⁽¹⁾	23,138	10,832	23,138	10,832

(1)	The Stock Options are exercisable, each into one common share, for the period outstanding. Refer to Note 14 for further details.

Note 19. Net Loss Per Share

The following is a reconciliation of the numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations:


	Year Ended December 31
	2020		2019	2018
Net loss attributable to TOI Parent, Inc.	$	(14,321,235)	(4,021,395)	(1,993,628)
Basic and diluted weighted average shares outstanding⁽¹⁾		23,786	10,000	10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(602.09)	(402.14)	(199.36)

(1)	The computation of weighted average shares outstanding applies the Series A Preferred Shares on an as- converted basis following the execution of Amendment II in November 2020, which added a one-to- ten conversion feature.

(1) The Stock Options are exercisable, each into one common share. Refer to Note 14 for further details.

Segment Information

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Segment Information

Note 20. Segment Information

The Company operates its business and reports its results through three operating and reportable segments: patient services, dispensary, and clinical trials & other in accordance with ASC 280.

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue
Patient services	$	32,967,401	$	29,663,884	$	92,375,768	$	86,985,513
Dispensary		17,918,035		16,162,528		53,317,877		46,347,096
Clinical trials & other		1,389,522		1,423,032		5,004,889		5,216,372
Consolidated revenue		52,274,958		47,249,444		150,698,534		138,548,981

Direct costs
Patient services		25,390,950		24,078,152		72,050,631		72,830,254
Dispensary		15,279,173		13,431,738		45,639,083		38,896,324
Clinical trials & other		182,230		166,238		493,988		786,992
Total segment direct costs		40,852,353		37,676,128		118,183,702		112,513,570

Depreciation expense
Patient services		181,392		140,945		447,162		403,027
Dispensary		218		149		653		149
Clinical trials & other		31,265		30,680		86,645		77,156
Total segment depreciation expense		212,875		171,774		534,460		480,332

Amortization of intangible assets
Patient services		572,646		560,146		1,701,274		1,713,647
Dispensary		—		—		—		—
Clinical trials & other		52,543		52,543		157,628		160,743
Total segment amortization		625,189		612,689		1,858,902		1,874,390

Segment operating income
Patient services		6,822,413		4,884,641		18,176,701		12,038,585
Dispensary		2,638,644		2,730,641		7,678,141		7,450,623
Clinical trials & other		1,123,484		1,173,571		4,266,628		4,191,481
Total segment operating income		10,584,541		8,788,853		30,121,470		23,680,689

Selling, general and administrative expense		12,729,425		9,492,069		35,119,854		26,861,651
Non-segment depreciation and amortization		12,135		8,012		28,215		33,497
Total consolidated operating (loss)	$	(2,157,019)	$	(711,228)	$	(5,026,599)	$	(3,214,459)


	September 30, 2021		December 31, 2020
Assets
Patient services	$	42,530,458	$	36,445,920
Dispensary		5,039,241		4,318,946
Clinical trials & other		15,509,973		5,486,965
Non-segment assets		27,747,655		19,436,737
Total assets	$	90,827,327	$	65,688,568

Note 20. Segment Information

The Company operates its business and reports its results through three operating and reportable segments: dispensary, patient services, and clinical trials & other. in accordance with ASC 280. See Note 2 for a summary of the Company’s policy on segment information.

A brief description of each of the Company’s segments is as follows:

Patient Services

The Company provides oncology treatment and care to patients. As part of the patient services segment, the Company provides a variety of services including physician services, in-house infusion and pharmacy, clinical trials, educational seminars, support groups, counseling, and 24/7 patient assistance.

Dispensary

The Company sells oral prescription drugs directly through its dispensary. The Company purchases these drugs from various manufacturers and fills the prescription using its specialized expertise and knowledge of each individual patient’s needs.

Clinical Trials & Other

The Company enters into contracts to perform clinical research trials. As part of the clinical trials & other segment, the Company conducts cancer clinical trials through a network of experienced cancer care specialists for a broad range of pharmaceutical and medical device companies. The “other” portion of clinical trials & other consists of miscellaneous ancillary sources of revenue and expenses such as, medical supplies, biohazardous medical waste, supplements, and management fees.

Summarized financial information for the Company’s segments is shown in the following tables:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
		December 31,		December 31,	December 31,		September 19,
		2020		2019	2018		2018

	Successor							Predecessor
Revenue
Patient services	$	116,816,797	$	97,624,881	$	21,284,785	$	48,527,028
Dispensary		63,889,875		49,953,992		13,201,609		26,757,955
Clinical trials & other		6,807,989		7,826,311		2,872,995		515,742
Consolidated revenue		187,514,661		155,405,184		37,359,389		75,800,725
Direct costs
Patient services		95,746,831		81,053,345		16,650,583		34,454,497
Dispensary		53,906,958		43,455,898		12,015,032		23,492,682
Clinical trials & other		981,896		955,321		265,733		—
Total segment direct costs		150,635,685		125,464,564		28,931,348		57,947,179
Depreciation expense
Patient services		940,130		349,875		47,013		281,367
Dispensary		366		—		—		—
Clinical trials & other		6,500		2,001		63		374
Total segment depreciation expense		946,996		351,876		47,076		281,741
Amortization of intangible assets
Patient services		1,862,796		1,890,000		530,250		—
Dispensary		—		—		—		—
Clinical trials & other		213,285		216,400		60,712		—
Total segment amortization		2,076,081		2,106,400		590,962		—
Operating income
Patient services		18,267,040		14,331,661		4,056,939		13,791,164
Dispensary		9,982,551		6,498,094		1,186,577		3,265,273
Clinical trials & other		5,606,308		6,652,589		2,546,487		515,368
Total segment operating income		33,855,899		27,482,344		7,790,003		17,571,805
Selling, general and administrative expense		41,897,302		29,643,511		8,833,475		11,555,910
Non-segment depreciation and amortization		154,500		483,585		126,424		56,455
Total consolidated operating (loss) income	$	(8,195,903)	$	(2,644,752)	$	(1,169,896)	$	5,959,440


	December 31,		December 31,
	2020		2019
Assets
Patient services	$	36,445,920	$	36,340,228
Dispensary		4,318,946		2,544,778
Clinical trials & other		5,486,965		4,463,566
Non-segment assets		19,436,737		16,172,166
Total assets	$	65,688,568	$	59,520,738

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

Unaudited Interim Financial Information

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2021	Dec. 31, 2020
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.	Note 5 — 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. All shares and associated amounts have been retroactively restated. Of the 5,750,000 Founder Shares, up to 750,000 shares were subject to forfeiture by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters exercised their over-allotment option in full on March 13, 2020; thus, the Founder Shares are no longer subject to forfeiture. 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. 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 $100,000 and $0, in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statements of operations. As of December 31, 2020, and 2019, the Company had $10,000 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 $75,000 and $0 in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statement of operations. As of December 31, 2020, and 2019, the Company had $7,500 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 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.
TOI Parent Inc.
Related Party Transactions
Related Party Transactions	Note 21. Related Party Transactions Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company. Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. is the representative shareholder of TOI CA. Payments to this individual are compensation for his services related to clinical research trials. Total related party payments for the nine months ended September 30, 2021 and 2020 were $468,092 and $532,943, respectively, and for the three months ended September 30, 2021 and 2020, Related Party payments were $65,880 and $122,587, respectively.	Note 21. Related Party Transactions Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company.Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. is the representative shareholder of the Practice and payments to him are compensation for his services related to clinical research trials. Total Related Party payments for the years ended December 31, 2020 was $641,122. During the year ended December 31, 2019 and the period from September 20, 2018 through December 31, 2018, the Company paid $1,070,987 and $91,456, respectively, to shareholders of TOI Parent for consulting services. During the year ended December 31, 2019 and the period from September 20, 2018 through December 31, 2018, the Company received $1,068,697 and $600,170, respectively, in capitated fees from a managed care organization in which a shareholder of TOI Parent has an ownership interest.

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2021	Dec. 31, 2020
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.	Note 12 — 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 through the date the financial statements were issued. Based upon this review, other than described here in and in Note 2 with respect to the restatements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
TOI Parent Inc.
Subsequent Events
Subsequent Events	Note 22. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through November 18, 2021, the date at which the condensed consolidated financial statements were available to be issued. The following events were identified subsequent to the balance sheet date. SPAC Transaction On June 28, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with DFP Healthcare Acquisitions Corp. (“DFPH”), a SPAC; Orion Merger Sub I, Inc., a wholly-owned subsidiary of DFPH (“Merger Sub I”), and Orion Merger Sub II, LLC, a wholly-owned subsidiary of DFPH (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Merger Sub I will merge with and into the Company, with the Company surviving the merger (the “First Merger”) and (ii) immediately following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, the “Business Combination”). Upon completion of the Business Combination, DFPH will be named The Oncology Institute, Inc. and adopt a corresponding ticker symbol. Deferred costs related to this transaction are presented on the consolidated balance sheets. On October 22, 2021, DFPH issued a press release announcing that it has scheduled the Special Meeting of its stockholders (the “Special Meeting”) for November 12, 2021 at 10:00 a.m., Eastern Time, to approve the previously announced Business Combination with the Company, that it has filed its definitive proxy statement/prospectus for the Special Meeting, and that it has commenced mailing the definitive proxy statement/prospectus to its stockholders of record as of the close of business on September 23, 2021 (the “Record Date”). The Business Combination is expected to close immediately following the Special Meeting. Orr Practice Acquisition On November 12, 2021, the Company entered into an Asset Purchase Agreement with Leo E. Orr, M.D., Inc., (the “Orr Practice”) and Leo E. Orr, M.D., an individual. Leo E. Orr, M.D. owns all of the issued and outstanding equity interests of the Orr Practice. The terms of the agreement state that the Company will purchase from the Orr Practice certain assets, properties, and rights owned by the Orr Practice, and the intangible assets associated with the asset acquisition. The Company will pay $1,000,000, with $800,000 of the consideration being paid in cash at closing and the remainder paid equally in two cash installments on each annual anniversary thereafter. Grant Practice Acquisition On November 12, 2021, the Company entered into an Asset Purchase Agreement with Ellsworth Grant, M.D., A Medical Corporation, (the “Grant Practice”) and Ellsworth Grant, M.D., an individual. Ellsworth Grant, M.D. owns all of the issued and outstanding equity interests of the Grant Practice. The terms of the agreement state that the Company will purchase from the Grant Practice certain assets, properties, and rights owned by the Grant Practice, and the intangible assets associated with the asset acquisition. The Company will pay $1,000,000, with $800,000 of the consideration being paid in cash at closing and the remainder paid equally in two cash installments on each annual anniversary thereafter.	Note 22. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through June 27, 2021, the date at which the consolidated financial statements were available to be issued. The following events were identified subsequent to the balance sheet date. Legal Entity Name Revision On January 12, 2021, the Company filed an amendment to the articles of incorporation of Richy Agajanian, M.D., a Professional Corporation to legally change the name to The Oncology Institute CA, a Professional Corporation. The change was solely nominal, and the legal form, tax attributes, and books and records of Richy Agajanian, M.D., a Professional Corporation all remained. Capital Raise In the first quarter of 2021, TOI Parent Inc. executed an equity capital raise in separate transactions with three accredited investors. Each investor purchased the Company’s Series A Preferred Shares subject to the terms of Amendment II of the Certificate of Incorporation, as described in Note 13. A total of 1,451 Series A Preferred Shares were purchased in exchange for $20,000,000 in consideration. Pinellas Cancer Center Acquisition On February 12, 2021, the Company entered into an Asset Purchase Agreement with Anil N Raiker, M.D., P.L.C., d/b/a Pinellas Cancer Center (the “PCC”) and Anil Raiker, M.D., an individual. Anil Raiker, M.D. owns all of the issued and outstanding equity interests of PCC. The terms of the agreement state that the Company will purchase from the PCC certain assets, properties, and rights owned by the Practice, and the goodwill associated with the asset acquisition and TOI Management will manage non-clinical and management operations. The Company will pay $1,710,000, with half of the consideration being paid in cash at closing and the remainder in two installments each annual anniversary thereafter. Oncology Association Acquisition On April 30, 2021, the Company entered into an Asset Purchase Agreement with Oncology Association, P.A., (the “OA”) and Pedro Mendez, M.D., an individual. Pedro Mendez, M.D. owns all of the issued and outstanding equity interests of OA. The terms of the agreement state that the Company will purchase from the OA certain assets, properties, and rights owned by the Practice, and the intangible assets associated with the asset acquisition. The Company will pay $500,000, with $200,000 of the consideration being paid in cash at closing and the remainder paid equally in three cash installments with each annual anniversary thereafter.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of presentation

Basis of Presentation and Principles of Consolidation

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)

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Emerging Growth Company

Cash and Cash Equivalents

●

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).

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Unaudited Interim Financial Information

Basis of Presentation

interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations.

Business Combinations

Business Combinations

Segment Reporting

Segment Reporting

The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill, fair value of share-based compensation, judgements related to revenue recognition, and deferred income taxes.

Net Loss Per Share

Emerging Growth Company

Revenue Recognition

Revenue Recognition

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, we satisfy a performance obligation.

Capitation

Fee-for-Service Revenue

Dispensary

Clinical Trials Revenue

Direct Costs of Sales

Direct Costs of Sales

Cash

Cash consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months).

Accounts Receivable

Accounts Receivable

Property and Equipment, net

Inventories

Property and Equipment, net

Accounts payable, Accrued Expenses, and Other Current Liabilities

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Leases

Goodwill and Intangible Assets

Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method.

Debt

Share-Based Compensation Plan

Income Taxes

Share-Based Compensation Plan

Commitments and Contingencies

Fair Value Measurements

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses(“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Significant Risks and Uncertainties Including Business and Credit Concentrations

Summary of concentration risk

The concentration of net revenue on a percentage basis for major payors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of net revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross receivables:
Payor B	21	%	11	%
Payor D	22	%	21	%

The concentration of cost of sales on a percentage basis for major vendors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of cost of sales:
Vendor A	51	%	54	%
Vendor B	48	%	44	%

The concentration of gross payables on a percentage basis for major vendors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross payables:
Vendor A	30	%	42	%
Vendor B	59	%	48	%


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Net Revenue:
Payor A	15	%	18	%	23	%	20	%
Payor B	15	%	16	%	13	%	11	%
Payor C	7	%	11	%	11	%	11	%
Payor D	9	%	11	%	9	%	8	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Receivables:
Payor A	1	%	3	%
Payor B	11	%	24	%
Payor C	3	%	6	%
Payor D	21	%	26	%


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Cost of Sales:
Vendor A	55	%	57	%	46	%	48	%
Vendor B	45	%	43	%	52	%	50	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Payables:
Vendor B	48	%	49	%
Vendor A	42	%	39	%
All others	10	%	12	%

Accounts Receivable and Notes Receivable (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of accounts receivable

Accounts receivable as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Oral drug accounts receivable	$	2,668,582	$	2,307,872
Capitated accounts receivable		663,562		353,250
FFS accounts receivable		14,355,205		10,962,394
Clinical trials accounts receivable		1,947,626		1,718,846
Other trade receivables		2,621,630		1,803,548
Total	$	22,256,605	$	17,145,910

Accounts Receivable as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Oral drug accounts receivable	$	2,307,872	$	1,179,311
Capitated accounts receivable		353,250		96,000
FFS accounts receivable		10,962,394		10,904,721
Clinical trials accounts receivable		1,718,846		1,743,661
Other trade receivables		1,803,548		692,568
Total	$	17,145,910	$	14,616,261

Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of disaggregation of revenue


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Patient services
Capitated revenue	$	14,124,468	$	9,720,441	$	39,351,829	$	26,177,975
FFS revenue		18,842,933		19,943,443		53,023,939		60,807,538
Subtotal		32,967,401		29,663,884		92,375,768		86,985,513
Dispensary revenue		17,918,035		16,162,528		53,317,877		46,347,096
Clinical research trials & other revenue		1,389,522		1,423,032		5,004,889		5,216,372
Total	$	52,274,958	$	47,249,444	$	150,698,534	$	138,548,981


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
					Successor		Predecessor
Patient services
Capitated revenue	$	37,381,005	$	31,229,328	$	8,947,525	$	20,560,867
FFS revenue		79,435,792		66,395,553		12,337,260		27,966,161
Subtotal		116,816,797		97,624,881		21,284,785		48,527,028
Dispensary revenue		63,889,875		49,953,992		13,201,609		26,757,955
Clinical research trials and other revenue		6,807,989		7,826,311		2,872,995		515,742
Total	$	187,514,661	$	155,405,184	$	37,359,389	$	75,800,725

Inventories (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of Inventories

The Company’s inventories as of September 30, 2021 and December 31, 2020 were as follows:


	September 30,		December 31,
	2021		2020
Oral drug inventory	$	1,712,606	$	1,414,250
IV drug inventory		4,043,972		2,939,982
Total	$	5,756,578	$	4,354,232

The Company’s inventories as of December 31, 2020 and 2019 were as follows:


	December 31,		December 31,
	2020		2019
Oral drug inventory	$	1,414,250	$	1,140,467
IV drug inventory		2,939,982		2,748,521
Total	$	4,354,232	$	3,888,988

Fair Value Measurements and Hierarchy (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of carrying amounts of financial instruments

The following table presents the carrying amounts of the Company’s financial instruments at September 30, 2021 and December 31, 2020:


	September 30,		December 31,
	2021		2020
Financial assets:
Cash	$	11,531,997	$	5,997,530
Accounts receivable		22,256,605		17,145,910
Other receivables		581,451		112,663
Financial liabilities:
Accounts payable	$	19,013,532	$	12,643,024

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2020 and 2019:


	December 31,		December 31,
	2020		2019
Financial assets:
Cash	$	5,997,530	$	2,446,201
Accounts receivable		17,145,910		14,616,261
Other receivables		112,663		118,156
Financial liabilities:
Accounts payable		12,643,024		8,885,431

Property and Equipment, Net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of property and equipment, net

Property and equipment, net, consist of the following:


		September 30,		December 31,
	Useful lives	2021		2020
Computers and software	60 months	$	739,853	$	424,099
Office furniture	80 months		305,506		270,761
Leasehold improvements	Shorter of lease term or estimated useful life		3,181,788		1,684,889
Medical equipment	60 months		719,035		515,386
Construction in progress			129,306		204,724
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		162,769
Less: accumulated depreciation			(1,721,078)		(1,158,403)
Total property and equipment, net		$	3,517,179	$	2,104,225

Property and equipment, net, consist of the following:


		December 31,		December 31,
	Useful lives	2020		2019
Computers and software	60 months	$	424,099	$	160,672
Office furniture	80 months		270,761		215,375
Leasehold improvements	Shorter of lease term or estimated useful life		1,684,889		1,159,458
Medical equipment	60 months		515,386		397,896
Construction in progress			204,724		29,320
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		63,151
Less: accumulated depreciation			(1,158,403)		(474,969)
Total property and equipment, net		$	2,104,225	$	1,550,903

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,871,605	$	3,809,631
Deferred revenue and refund liabilities		1,657,120		3,378,905
Other liabilities		6,229,486		2,263,584
Total accrued expenses and other current liabilities	$	11,758,211	$	9,452,120

Accrued expenses and other current liabilities as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Compensation, including bonuses, fringe benefits and payroll taxes	$	3,809,631	$	1,480,500
Deferred revenue and refund liabilities		3,378,905		210,000
Other liabilities		2,263,584		2,520,783
Total accrued expenses and other current liabilities	$	9,452,120	$	4,211,283

Leases (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of capital leases

Leases


	September 30,		December 31,
	2021		2020
Capital leases:
Machinery and equipment	$	162,769	$	162,769
Accumulated amortization		(62,395)		(37,980)
Property, plant, and equipment, net		100,374		124,789
Current installments of obligations under capital leases		32,344		31,191
Long-term portion of obligations under capital leases		72,028		97,044
Total capital lease obligations	$	104,372	$	128,235


	December 31,		December 31,
	2020		2019
Capital leases:
Machinery and equipment	$	162,769	$	63,151
Accumulated amortization		(37,980)		(2,105)
Property, plant, and equipment, net		124,789		61,046
Current installments of obligations under capital leases		31,191		11,277
Long-term portion of obligations under capital leases		97,044		50,059
Total capital lease obligations	$	128,235	$	61,336

Debt (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt

Summary of short-term debt and current portion of long-term debt


	September 30,		December 31,
	2021		2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000,000
1% Small Business Administration Loan, due May 2, 2022		—		2,992,758
Current portion of term loan payable		5,125,000		375,000
Less:
Unamortized debt issuance costs		229,725		—
Short-term debt and current portion of long-term debt	$	4,895,275	$	5,367,758


	December 31,		December 31,
	2020		2019
1% Paycheck Protection Program Loan, due May 13, 2022	$	2,000,000	$	—
1% Small Business Administration Loan, due May 2, 2022		2,992,758		—
Current portion of term loan payable		375,000		—
Short-term debt and current portion of long-term debt	$	5,367,758	$	—

Summary of long-term debt, net of unamortized debt issuance costs


	September 30,		December 31,
	2021		2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	5,125,000	$	7,218,750
Less:
Unamortized debt issuance costs		229,725		282,512
Current portion of term loan payable, net of debt issuance costs		4,895,275		375,000
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561,238


	December 31,		December 31,
	2020		2019
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	7,218,750	$	—
Total long-term debt		7,218,750		—
Less:
Unamortized debt issuance costs		282,512		—
Current portion		375,000		—
Long-term debt, net of unamortized debt issuance costs and current portion	$	6,561,238	$	—

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Summary of components of the provision (benefit) for income taxes


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

Summary of components of the provision (benefit) for income taxes


	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	822,490	$	(919,164)	$	(96,674)
State and local		28,183		(424,332)		(396,149)
	$	850,673	$	(1,343,496)	$	(492,823)


	Current		Deferred		Total
Year ended December 31, 2019:
U.S. federal	$	355,245	$	697,261	$	1,052,506
State and local		203,261		127,501		330,762
	$	558,506	$	824,762	$	1,383,268


	Current		Deferred		Total
Period from September 20, 2018 through December 31, 2018:
U.S. federal	$	—	$	552,044	$	552,044
State and local		91,039		179,057		270,096
	$	91,039	$	731,101	$	822,140


	Current		Deferred		Total
Period from January 1, 2018 through September 19, 2018:
U.S. federal	$	—	$	—	$	—
State and local		132,942		(42,337)		90,605
	$	132,942	$	(42,337)	$	90,605

Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations


					Period from		Period from
					September 20,		January 1,
					2018		2018
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
Income tax at federal statutory rate	$	(3,110,753)	$	(554,131)	$	(246,014)	$	1,266,764
Income not subject to corporate level tax		—		—		(30,292)		(1,266,764)
State tax, net federal benefit		(982,329)		(69,370)		238,489		90,605
Fines and Penalties		—		—		—		—
Transaction costs		—		—		668,779		—
Adjustment to deferred taxes		—		138,648		—		—
Change in tax status		—		—		187,779		—
Income Tax Payable:
Change in valuation allowance		3,596,998		1,854,006		—		—
Other		3,261		14,115		3,399		—
Income tax (benefit) expense	$	(492,823)	$	1,383,268	$	822,140	$	90,605

Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities


	December 31,		December 31,
	2020		2019
Deferred tax assets:
Deferred rent	$	107,988	$	57,780
Accrued Expenses		769,754		351,220
Net operating loss carryforwards		2,528,555		150,367
Management Fees (the Practice)		1,827,864		1,814,880
Impaired assets		2,086,611		—
Deferred revenue		182,467		58,348
Stock Based Compensation		68,505		26,120
Total gross deferred tax assets		7,571,744		2,458,715
Valuation allowance		(5,451,003)		(1,854,005)
Net deferred tax assets		2,120,741		604,710
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation and capitalized interest		(1,905,646)		(1,746,345)
Management Fees (TOI Parent)		(1,827,864)		(1,814,881)
Total gross deferred liabilities		(3,733,510)		(3,561,226)
Net deferred tax liabilities	$	(1,612,769)	$	(2,956,516)

Summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties)


	December 31,		December 31,
	2020		2019
Beginning balance of unrecognized tax benefits	$	1,902,659	$	—
Additions based on tax positions related to the current year		—		1,902,659
Additions based on tax positions of prior years		—		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	1,902,659	$	1,902,659

Common and Preferred Shares (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of assumptions used in the OPM and CSE models


	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	%


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

Schedule of assumptions used in the OPM and CSE models


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%

Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Share-Based Compensation (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award

Summary of weighted average assumptions used in the Black-Scholes-Merton option-pricing model


	9 Months Ended
	09/30/2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	38.6% and 40.2	%
Risk-free interest rate	0.76% to 1.12	%
Expected term (years)	7


	2020		2019
Valuation assumptions
Expected dividend yield	—	%	—	%
Expected volatility	35.00% to 40.20	%	54.30	%
Risk-free interest rate	0.51% to 2.62	%	1.60% to 2.62	%
Expected term (years)	7		7

Summary of stock option activity


				Weighted
		Weighted		average	Aggregate
	Number	average		remaining	intrinsic
Stock options	of shares	exercise price		contractual term	value
Balance at January 1, 2021	14,860	$	497.95
Granted	2,023		630.00
Exercised	—
Forfeited	(1,215)		504.38
Expired	—
Balance at September 30, 2021	15,668		514.50	8.31		—
Vested options exercisable at September 30, 2021	2,578	$	497.03	6.86		—


		Weighted		Weighted average
	Number of	average exercise		remaining		Aggregate
Stock options	shares	price		contractual term		intrinsic value
Balance at January 1, 2020	9,965.00	$	496.10
Granted	7,170.00		499.94
Exercised	(100.00)		496.10
Forfeited	(2,175.00)		496.10
Expired	—		—
Balance at December 31, 2020	14,860.00	$	497.95	8.94	$	—
Vested Options Exercisable at December 31, 2020	1,270.00	$	496.10	8.25	$	—


		Weighted		Weighted average
	Number of	average exercise		remaining	Aggregate
Stock options	shares	price		contractual term	intrinsic value
Balance at January 1,2019	—	$	—
Granted	13,945.00		496.10
Exercised	—		—
Forfeited	(3,980.00)		496.10
Expired	—		—
Balance at December 31, 2019	9,965.00	$	496.10	9.39	$	—
Vested Options Exercisable at December 31, 2019	318.75	$	496.10	8.70	$	—

Summary of the activity for the RSAs


		Number
		of shares
Balance at January 1, 2021		238
Granted		—
Forfeited		(4)
Balance at September 30, 2021		234


		Number of
		shares
Balance at January 1,2020		93
Granted		188
Forfeited		(43)
Balance at December 31, 2020		238


		Number of
		shares
Balance at January 1, 2019		—
Granted		100
Forfeited		(7)
Balance at December 31, 2019		93

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of future minimum lease payments under noncancellable operating leases and capital lease payments


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	8,572	$	874,490
2022		36,736		3,430,762
2023		36,736		3,151,293
2024		30,614		2,673,093
2025		—		2,141,122
Thereafter		—		1,674,718
Total minimum lease payments	$	112,658	$	13,945,478
Less: amount representing interest (6% interest rate)		(8,286)
Present value of net minimum capital lease payments		104,372
Less current installments of obligations under capital leases		(32,344)
Obligations under capital leases, excluding current installments	$	72,028


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	36,736	$	3,095,533
2022		36,736		2,831,516
2023		36,736		2,559,759
2024		30,614		2,060,385
2025		—		1,510,935
Thereafter		—		793,363
Total minimum lease payments	$	140,822	$	12,851,491
Less: amount representing interest (6% interest rate)		(12,587)
Present value of net minimum capital lease payments		128,235
Less current installments of obligations under capital leases		(31,191)
Obligations under capital leases, excluding current installments	$	97,044

Business Combination (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition


Consideration:
Cash	$	892,500
Deferred consideration arrangement		817,500
Fair value of total consideration transferred		1,710,000
Estimated fair value of assets acquired and liabilities assumed:
Cash		65,042
Accounts receivable		248,816
Inventory		62,656
Other receivables		149,398
Goodwill		1,453,486
Total assets acquired		1,979,398
Accounts payable		120,000
Debt, inclusive of PPP		149,398
Total liabilities assumed		269,398
Net assets acquired	$	1,710,000


Fair value of assets acquired and liabilities assumed:
Cash	$	505,317
Accounts receivable		11,097,858
Inventories		2,707,640
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Goodwill		14,076,674
Intangible assets, net		25,234,000
Total assets acquired	$	54,154,447
Accounts payable	$	136,989
Accrued expenses and other current liabilities		7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	$	9,195,745
Net assets acquired	$	44,958,702

Variable Interest Entities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of consolidated financial statements of VIEs


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash	$	1,537,568	$	19,502
Accounts receivable		22,256,608		17,145,910
Other receivables		99,445		49,163
Inventories, net		5,756,578		4,354,232
Prepaid expenses and other current assets		675,233		719,063
Total current assets		30,325,432		22,287,870
Intangible assets, net		479,167		—
Other assets		306,640		200,600
Goodwill		150,000		150,000
Total assets	$	31,261,239	$	22,638,470
Liabilities
Current liabilities:
Accounts payable	$	17,694,967	$	11,953,239
Accrued expenses and other current liabilities		4,231,336		5,818,538
Income taxes payable		220,046		220,046
Current portion of long-term debt		—		2,000,000
Amounts due to affiliates		34,013,311		19,883,097
Total current liabilities		56,159,660		39,874,920
Other non-current liabilities		896,082		551,228
Total liabilities	$	57,055,742	$	40,426,148


	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	19,502	$	2,440,898
Accounts receivable		17,145,911		14,616,261
Other receivables		49,163		—
Inventory		4,354,232		3,888,988
Prepaid expenses		719,063		72,226
Total current assets		22,287,871		21,018,373
Other assets		200,600		101,746
Goodwill		150,000		—
Total assets	$	22,638,471	$	21,120,119
Liabilities
Current liabilities:
Accounts payable		11,953,239		7,732,372
Accrued expenses and other current liabilities		6,038,584		3,087,119
Current portion of long-term debt		2,000,000		—
Amounts due to affiliates		19,883,097		16,897,690
Total current liabilities		39,874,920		27,717,181
Other non-current liabilities		551,228		—
Total liabilities	$	40,426,148	$	27,717,181

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

Goodwill and Intangible Assets (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of intangible assets, net

As of September 30, 2021, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400,000	$	(5,680,572)	$	13,719,428
Trade names	10 years		4,170,000		(1,248,736)		2,921,264
Clinical contracts	10 years		2,164,000		(648,025)		1,515,975
Total intangible assets		$	25,734,000	$	(7,577,333)	$	18,156,667

As of December 31, 2020, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average		Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2019, the Company’s intangible assets, net consists of the following:


	Weighted
	average	Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(2,420,250)	$	16,479,750
Trade names	10 years		4,170,000		(533,992)		3,636,008
Clinical contracts	10 years		2,164,000		(277,112)		1,886,888
Total intangible assets		$	25,234,000	$	(3,231,354)	$	22,002,646

Summary of estimated aggregate amortization expense


	Amount
Year ending December 31:
Remainder of 2021	$	625,189
2022		2,500,757
2023		2,500,757
2024		2,500,757
2025		2,500,757
Thereafter		7,528,450
Total	$	18,156,667


	Amount
Year ending December 31:
2021	$	2,450,757
2022		2,450,757
2023		2,450,757
2024		2,450,757
2025		2,450,757
Thereafter.		7,261,784
Total	$	19,515,569

Summary of goodwill and changes in the carrying amount of goodwill


	September 30, 2021		December 31, 2020
Patient services	$	10,497,489	$	9,044,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	15,680,160	$	14,226,674

The changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 are as follows:


	2021		2020
Balance as of January 1:
Gross goodwill	$	14,226,674	$	14,076,674
Goodwill acquired during the period		1,453,486		150,000
Goodwill, net as of September 30 and December 31	$	15,680,160	$	14,226,674


	December 31,		December 31,
	2020		2019
Patient services	$	9,044,003	$	8,894,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	14,226,674	$	14,076,674

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Balance as of January 1:
Gross goodwill	$	14,076,674	$	14,076,674
Goodwill acquired during the period		150,000		—
Goodwill, net as of December 31	$	14,226,674	$	14,076,674

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations

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)

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net loss attributable to TOI Parent, Inc.	$	(2,980,123)	$	(675,948)	$	(770,748)	$	(9,503,489)
Basic and diluted weighted average shares outstanding		114,510		10,000		114,510		10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(26.03)	$	(67.59)	$	(6.73)	$	(950.35)

(1)


	Year Ended December 31
	2020		2019	2018
Net loss attributable to TOI Parent, Inc.	$	(14,321,235)	(4,021,395)	(1,993,628)
Basic and diluted weighted average shares outstanding⁽¹⁾		23,786	10,000	10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(602.09)	(402.14)	(199.36)

(1)	The computation of weighted average shares outstanding applies the Series A Preferred Shares on an as- converted basis following the execution of Amendment II in November 2020, which added a one-to- ten conversion feature.

Summary of potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021	2020	2021	2020
Stock Options ⁽¹⁾	23,138	10,832	23,138	10,832

(1)	The Stock Options are exercisable, each into one common share, for the period outstanding. Refer to Note 14 for further details.

(1) The Stock Options are exercisable, each into one common share. Refer to Note 14 for further details.

Segment Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of financial information for the Company's segments


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue
Patient services	$	32,967,401	$	29,663,884	$	92,375,768	$	86,985,513
Dispensary		17,918,035		16,162,528		53,317,877		46,347,096
Clinical trials & other		1,389,522		1,423,032		5,004,889		5,216,372
Consolidated revenue		52,274,958		47,249,444		150,698,534		138,548,981

Direct costs
Patient services		25,390,950		24,078,152		72,050,631		72,830,254
Dispensary		15,279,173		13,431,738		45,639,083		38,896,324
Clinical trials & other		182,230		166,238		493,988		786,992
Total segment direct costs		40,852,353		37,676,128		118,183,702		112,513,570

Depreciation expense
Patient services		181,392		140,945		447,162		403,027
Dispensary		218		149		653		149
Clinical trials & other		31,265		30,680		86,645		77,156
Total segment depreciation expense		212,875		171,774		534,460		480,332

Amortization of intangible assets
Patient services		572,646		560,146		1,701,274		1,713,647
Dispensary		—		—		—		—
Clinical trials & other		52,543		52,543		157,628		160,743
Total segment amortization		625,189		612,689		1,858,902		1,874,390

Segment operating income
Patient services		6,822,413		4,884,641		18,176,701		12,038,585
Dispensary		2,638,644		2,730,641		7,678,141		7,450,623
Clinical trials & other		1,123,484		1,173,571		4,266,628		4,191,481
Total segment operating income		10,584,541		8,788,853		30,121,470		23,680,689

Selling, general and administrative expense		12,729,425		9,492,069		35,119,854		26,861,651
Non-segment depreciation and amortization		12,135		8,012		28,215		33,497
Total consolidated operating (loss)	$	(2,157,019)	$	(711,228)	$	(5,026,599)	$	(3,214,459)


	September 30, 2021		December 31, 2020
Assets
Patient services	$	42,530,458	$	36,445,920
Dispensary		5,039,241		4,318,946
Clinical trials & other		15,509,973		5,486,965
Non-segment assets		27,747,655		19,436,737
Total assets	$	90,827,327	$	65,688,568


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
		December 31,		December 31,	December 31,		September 19,
		2020		2019	2018		2018

	Successor							Predecessor
Revenue
Patient services	$	116,816,797	$	97,624,881	$	21,284,785	$	48,527,028
Dispensary		63,889,875		49,953,992		13,201,609		26,757,955
Clinical trials & other		6,807,989		7,826,311		2,872,995		515,742
Consolidated revenue		187,514,661		155,405,184		37,359,389		75,800,725
Direct costs
Patient services		95,746,831		81,053,345		16,650,583		34,454,497
Dispensary		53,906,958		43,455,898		12,015,032		23,492,682
Clinical trials & other		981,896		955,321		265,733		—
Total segment direct costs		150,635,685		125,464,564		28,931,348		57,947,179
Depreciation expense
Patient services		940,130		349,875		47,013		281,367
Dispensary		366		—		—		—
Clinical trials & other		6,500		2,001		63		374
Total segment depreciation expense		946,996		351,876		47,076		281,741
Amortization of intangible assets
Patient services		1,862,796		1,890,000		530,250		—
Dispensary		—		—		—		—
Clinical trials & other		213,285		216,400		60,712		—
Total segment amortization		2,076,081		2,106,400		590,962		—
Operating income
Patient services		18,267,040		14,331,661		4,056,939		13,791,164
Dispensary		9,982,551		6,498,094		1,186,577		3,265,273
Clinical trials & other		5,606,308		6,652,589		2,546,487		515,368
Total segment operating income		33,855,899		27,482,344		7,790,003		17,571,805
Selling, general and administrative expense		41,897,302		29,643,511		8,833,475		11,555,910
Non-segment depreciation and amortization		154,500		483,585		126,424		56,455
Total consolidated operating (loss) income	$	(8,195,903)	$	(2,644,752)	$	(1,169,896)	$	5,959,440


	December 31,		December 31,
	2020		2019
Assets
Patient services	$	36,445,920	$	36,340,228
Dispensary		4,318,946		2,544,778
Clinical trials & other		5,486,965		4,463,566
Non-segment assets		19,436,737		16,172,166
Total assets	$	65,688,568	$	59,520,738

Description of the Business (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
Description of the Business (Details) - TOI Parent Inc.	Sep. 30, 2021 item subsidiary	Dec. 31, 2020 item subsidiary
Number of wholly-owned subsidiaries \| subsidiary	3	3
Minimum number of oncologists and mid-level professionals within three states		66
Minimum number of clinic locations within three states		40
Minimum number of oncologists and mid-level professionals within four states	90
Minimum number of clinic locations within four states	62

Summary of Significant Accounting Policies - Additional Information (Details) - TOI Parent Inc.	3 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2018 USD ($)	Sep. 30, 2021 segment	Sep. 19, 2018 USD ($)	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)
Number of operating segments		3		3
Number of reportable segments		3		3
Healthcare services term of contract under capitation revenues		1 year		1 month
Impairment adjustments recorded for long- lived assets \| $	$ 0		$ 0	$ 0	$ 0

Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - TOI Parent Inc.	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Net Revenue \| Customer concentration \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	23.00%	17.00%	15.00%	20.00%	15.00%	18.00%
Net Revenue \| Customer concentration \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	13.00%	14.00%	15.00%	11.00%	15.00%	16.00%
Net Revenue \| Customer concentration \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	11.00%			11.00%	7.00%	11.00%
Net Revenue \| Customer concentration \| Payor D
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	9.00%			8.00%	9.00%	11.00%
Gross Receivables \| Credit concentration \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					1.00%	3.00%
Gross Receivables \| Credit concentration \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		21.00%			11.00%	24.00%
Gross Receivables \| Credit concentration \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					3.00%	6.00%
Gross Receivables \| Credit concentration \| Payor D
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		22.00%			21.00%	26.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations-2 (Details) - TOI Parent Inc. - Supplier concentration	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Cost of Sales \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	46.00%	51.00%	54.00%	48.00%	55.00%	57.00%
Cost of Sales \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	52.00%	48.00%	44.00%	50.00%	45.00%	43.00%
Gross Payables \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		30.00%			42.00%	39.00%
Gross Payables \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		59.00%			48.00%	49.00%
Gross Payables \| All other
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					10.00%	12.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Federal Depository Insurance Corporation		$ 250,000
TOI Parent Inc.
Debt Instrument [Line Items]
Proceeds from unsecured loan		4,992,758
Accrued expenses and other current liabilities		11,758,211	$ 9,452,120	$ 4,211,283
Federal Depository Insurance Corporation		250,000	250,000
TOI Parent Inc. \| 1% Paycheck Protection Program Loan, due May 13, 2022
Debt Instrument [Line Items]
Proceeds from unsecured loan			4,992,758
TOI Parent Inc. \| Centers for Medicare and Medicaid Services
Debt Instrument [Line Items]
Proceeds from unsecured loan	$ 2,726,856	$ 2,726,856	2,726,856
Accrued expenses and other current liabilities			2,400,000
Maximum percentage of accelerated payment amount		100
Funded amount distributed to hospitals and other health care		$ 178,000,000,000
TOI Parent Inc. \| Provider Relief Funding
Debt Instrument [Line Items]
Proceeds from unsecured loan		$ 1,022,520	$ 978,150

Accounts Receivable and Notes Receivable - Accounts Receivable (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable and Notes Receivable
Accounts Receivable	$ 22,256,605	$ 17,145,910	$ 14,616,261
Oral drug accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	2,668,582	2,307,872	1,179,311
Capitated accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	663,562	353,250	96,000
FFS accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	14,355,205	10,962,394	10,904,721
Clinical trials accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	1,947,626	1,718,846	1,743,661
Other trade receivables
Accounts Receivable and Notes Receivable
Accounts Receivable	$ 2,621,630	$ 1,803,548	$ 692,568

Accounts Receivable and Notes Receivable - Additional Information (Details) - TOI Parent Inc. - USD ($)		3 Months Ended	9 Months Ended			12 Months Ended
	Feb. 26, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable and Notes Receivable
Bad debt expense (recovery)		$ 0	$ 667,099	$ 0	$ 0	$ 4,233,053	$ 326,926
Management Services Agreement
Accounts Receivable and Notes Receivable
Principal amount of notes issued	$ 7,500,000
Annual straight-line forgiveness term	5 years
Amount forgiven each year	$ 1,500,000

Revenue (Details) - TOI Parent Inc. - USD ($)	3 Months Ended			9 Months Ended				12 Months Ended
Revenue (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 52,274,958	$ 47,249,444	$ 37,359,389	$ 150,698,534	$ 138,548,981	$ 75,800,725	$ 75,800,725	$ 187,514,661	$ 155,405,184
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	32,967,401	29,663,884	21,284,785	92,375,768	86,985,513	48,527,028	48,527,028	116,816,797	97,624,881
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	14,124,468	9,720,441	8,947,525	39,351,829	26,177,975	20,560,867		37,381,005	31,229,328
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	18,842,933	19,943,443	12,337,260	53,023,939	60,807,538	27,966,161		79,435,792	66,395,553
Dispensary
Disaggregation of Revenue [Line Items]
Total operating revenue	17,918,035	16,162,528	13,201,609	53,317,877	46,347,096	26,757,955	26,757,955	63,889,875	49,953,992
Clinical trials & other
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,389,522	$ 1,423,032	$ 2,872,995	$ 5,004,889	$ 5,216,372	$ 515,742	$ 515,742	$ 6,807,989	$ 7,826,311

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Revenue - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
TOI Parent Inc.
Contract liabilities	$ 370,000	$ 370,000	$ 210,000

Inventories (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Total	$ 5,756,578	$ 4,354,232	$ 3,888,988
Oral drug inventory
Inventory [Line Items]
Total	1,712,606	1,414,250	1,140,467
IV drug inventory
Inventory [Line Items]
Total	$ 4,043,972	$ 2,939,982	$ 2,748,521

Fair Value Measurements and Hierarchy - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Transfers between fair value measurement levels
Asset transfers into level 3 of the fair value hierarchy	$ 0	$ 0
Asset transfers out of level 3 of the fair value hierarchy	0	0
Liability transfers into level 3 of the fair value hierarchy	0	0
Liability transfers out of level 3 of the fair value hierarchy	0	0
TOI Parent Inc.
Financial assets:
Cash	11,531,997	5,997,530	$ 2,446,201
Accounts receivable	22,256,605	17,145,910	14,616,261
Other receivables	581,451	112,663	118,156
Financial liabilities:
Accounts payable	$ 19,013,532	$ 12,643,024	$ 8,885,431

Property and Equipment, Net (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment, Net
Less: accumulated depreciation	$ (1,721,078)	$ (1,158,403)	$ (474,969)
Total property and equipment, net	3,517,179	2,104,225	1,550,903
Computers and software
Property and Equipment, Net
Property and equipment, gross	$ 739,853	$ 424,099	160,672
Useful lives	60 months	60 months
Office furniture
Property and Equipment, Net
Property and equipment, gross	$ 305,506	$ 270,761	215,375
Useful lives	80 months	80 months
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 3,181,788	$ 1,684,889	1,159,458
Medical equipment
Property and Equipment, Net
Property and equipment, gross	$ 719,035	$ 515,386	397,896
Useful lives	60 months	60 months
Construction in progress
Property and Equipment, Net
Property and equipment, gross	$ 129,306	$ 204,724	29,320
Equipment capital lease assets
Property and Equipment, Net
Property and equipment, gross	$ 162,769	$ 162,769	$ 63,151

Property and Equipment, Net - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
TOI Parent Inc.
Property and Equipment, Net
Depreciation expense	$ 56,508	$ 562,676	$ 513,830	$ 338,196	$ 690,499	$ 418,461

Accrued Expenses and Other Current Liabilities (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accrued Expenses and Other Current Liabilities
Compensation, including bonuses, fringe benefits and payroll taxes	$ 3,871,605	$ 3,809,631	$ 1,480,500
Deferred revenue and refund liabilities	1,657,120	3,378,905	210,000
Other liabilities	6,229,486	2,263,584	2,520,783
Total accrued expenses and other current liabilities	$ 11,758,211	$ 9,452,120	$ 4,211,283

Leases (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
Leases (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Capital leases:
Accumulated amortization	$ (1,721,078)	$ (1,158,403)	$ (474,969)
Total property and equipment, net	3,517,179	2,104,225	1,550,903
Current installments of obligations under capital leases	32,344	31,191
Long-term portion of obligations under capital leases	72,028	97,044
Minimum
Lessee, Lease, Description [Line Items]
Monthly payments	1,000	609
Maximum
Lessee, Lease, Description [Line Items]
Monthly payments	36,130	55,083
Capital Leases
Capital leases:
Machinery and equipment	162,769	162,769	63,151
Accumulated amortization	(62,395)	(37,980)	(2,105)
Total property and equipment, net	100,374	124,789	61,046
Current installments of obligations under capital leases	32,344	31,191	11,277
Long-term portion of obligations under capital leases	72,028	97,044	50,059
Total capital lease obligations	$ 104,372	$ 128,235	$ 61,336

Debt- Short-term debt and current portion of long-term debt (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt
Unamortized debt issuance costs	$ 229,725
TOI Parent Inc.
Debt
Short-term debt and current portion of long-term debt	4,895,275	$ 5,367,758
Unamortized debt issuance costs	229,725	282,512	$ 0
TOI Parent Inc. \| 1% Paycheck Protection Program Loan, due May 13, 2022
Debt
Short-term debt and current portion of long-term debt		2,000,000
TOI Parent Inc. \| 1% Small Business Administration Loan, due May 2, 2022
Debt
Short-term debt and current portion of long-term debt		2,992,758
TOI Parent Inc. \| Current portion of term loan payable
Debt
Short-term debt and current portion of long-term debt	$ 5,125,000	$ 375,000

Debt - Long-term debt, net of unamortized debt issuance costs and current portion (Details) - USD ($)	Sep. 30, 2021	Feb. 12, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt
Unamortized debt issuance costs	$ 229,725
TOI Parent Inc.
Debt
Total long-term debt			$ 7,218,750
Unamortized debt issuance costs	229,725		282,512	$ 0
Current portion	4,895,275	$ 149,398	375,000
Long-term debt, net of unamortized debt issuance costs and current portion			6,561,238
TOI Parent Inc. \| Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
Debt
Total long-term debt	5,125,000		7,218,750
Unamortized debt issuance costs	$ 229,725		$ 282,512

Debt - Maturity date of the loan (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Feb. 12, 2021	Dec. 31, 2020	May 13, 2020	May 02, 2020
Debt
Current portion	$ 4,895,275	$ 149,398	$ 375,000
Interest rate		1.00%
1% Small Business Administration Loan, due May 2, 2022
Debt
Current portion					$ 2,992,758
Interest rate					1.00%
1% Paycheck Protection Program Loan, due May 13, 2022
Debt
Current portion				$ 2,000,000
Interest rate				1.00%

Debt - Additional Information (Details) - USD ($)			9 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Jun. 30, 2020	Feb. 26, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 18, 2021
Debt
Unamortized debt issuance costs			$ 229,725
TOI Parent Inc.
Debt
Repayments in quarterly installments			187,500	$ 93,750
Amount borrowed					$ 7,500,000
Aggregate principal amount		$ 10,000,000
Available borrowing capacity			0		2,500,000
Unamortized debt issuance costs			229,725		282,512	$ 0
Amortization of the debt issuance costs			52,787	41,950	59,988	$ 0
TOI Parent Inc. \| Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
Debt
Repayments in quarterly installments	$ 93,750	187,500
Amount borrowed			5,125,000
Amount drawn			2,500,000
Aggregate principal amount		$ 10,000,000					$ 9,000,000
Outstanding principal balance paid			2,000,000
Unamortized debt issuance costs			229,725		$ 282,512
Amortization of the debt issuance costs			$ 52,787	$ 41,950

Debt - Aggregate maturities of long-term debt (Details) - TOI Parent Inc. - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Long-term debt, Fiscal year maturity
2021			$ 375,000
2022			375,000
2023			375,000
2024			750,000
2025			5,343,750
Interest paid	$ 193,096	$ 168,530	$ 226,764

Income Taxes (Details) - USD ($)	2 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended			12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Income tax (expense) benefit	$ 0			$ 12,573				$ 12,573		$ 11,434
TOI Parent Inc.
Income Tax Disclosure [Line Items]
Income tax (expense) benefit		$ 798,504		$ (23,190)	$ 822,140		$ 1,796,123	$ (298,102)	$ 90,605	$ (492,823)	$ 1,383,268
Increase in income tax (expense) benefit related to the corresponding increase in our consolidated pre-tax book income combined with an increase in our effective tax rate		$ 821,694					$ 2,094,225
Effective tax rate (in percent)		(36.60%)		3.30%			175.20%	3.30%
U.S. federal statutory tax rate (in percent)			21.00%		21.00%	21.00%			21.00%	21.00%	21.00%

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Common and Preferred Shares - Additional Information (Details)				3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 06, 2020 Vote shares	Sep. 14, 2018 Vote	Sep. 10, 2018 $ / shares shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2020 USD ($) Vote $ / shares shares	Dec. 31, 2019 $ / shares shares	Jun. 30, 2021 shares	Nov. 30, 2020	Dec. 31, 2018 shares	Sep. 19, 2018 shares
Common and Preferred Shares
Common share split					1
Common stock, shares outstanding					23,000,000	23,000,000
TOI Parent Inc.
Common and Preferred Shares
Number of shares authorized	420,000		30,000
Common shares, authorized	400,000		20,000		400,000	400,000	400,000
Preferred shares, authorized						20,000	20,000	20,000
Preferred shares, par value per share \| $ / shares					$ 0.001	$ 0.001	$ 0.001
Preferred shares, issued					11,451	10,000	10,000
Common stock, shares subject to possible redemption					11,451	10,000	10,000
Common share split	10
Cumulative dividends (as a percent)					6.00%	6.00%	6.00%
Conversion ratio	0.10								0.1
Common stock, shares outstanding						100	0			0	1,000
TOI Parent Inc. \| Series A Preferred Shares
Common and Preferred Shares
Preferred shares, authorized	20,000		10,000
Preferred shares, issued during the period			10,000	1,451
Preferred shares, par value per share \| $ / shares			$ 0.001
Preferred shares, issued			10,000		11,451	10,000	10,000			10,000
Common stock, shares subject to possible redemption					11,451	10,000	10,000			10,000
Preferred shares, number of votes per share \| Vote	10	1			1	10
Cumulative dividends (as a percent)	6.00%
Accrued dividends \| $				$ 20,000,000		$ 0
Dividends in arrears \| $					$ 9,547,569	$ 6,883,835
Conversion ratio						0.1

Common and Preferred Shares - Assumptions used in the OPM and CSE models (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares Y	Dec. 31, 2020
Option-pricing method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input \| Y	4.15
Option-pricing method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input \| $	82,000,000
Option-pricing method \| Annual dividend rate for common stock
Assumptions used in the OPM and CSE models
Equity, measurement input	0.000
Option-pricing method \| Annualized volatility
Assumptions used in the OPM and CSE models
Equity, measurement input	0.400
Option-pricing method \| Risk-free rate (continuously compounding)
Assumptions used in the OPM and CSE models
Equity, measurement input	0.003
Common stock equivalent method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input \| Y	4.15
Common stock equivalent method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input \| $	82,000,000
Common stock equivalent method \| Value per common stock equivalent
Assumptions used in the OPM and CSE models
Equity, measurement input \| $ / shares	562.06
Series A Preferred Shares \| Option-pricing method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input		4.15
Series A Preferred Shares \| Option-pricing method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input		82,000,000
Series A Preferred Shares \| Option-pricing method \| Annual dividend rate for common stock
Assumptions used in the OPM and CSE models
Equity, measurement input		0.0
Series A Preferred Shares \| Option-pricing method \| Annualized volatility
Assumptions used in the OPM and CSE models
Equity, measurement input		40.0
Series A Preferred Shares \| Option-pricing method \| Risk-free rate (continuously compounding)
Assumptions used in the OPM and CSE models
Equity, measurement input		0.3
Series A Preferred Shares \| Common stock equivalent method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input		4.15
Series A Preferred Shares \| Common stock equivalent method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input		82,000,000
Series A Preferred Shares \| Common stock equivalent method \| Value per common stock equivalent
Assumptions used in the OPM and CSE models
Equity, measurement input		562.06

Share-Based Compensation (Details) - TOI Parent Inc. - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Nov. 06, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Maximum total number of common shares for which Stock Options may be granted			15,640
Common shares authorized and unissued		399,900		400,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award	10 years
Maximum total number of common shares for which Stock Options may be granted	13,640	13,640	15,640
Common shares authorized and unissued	399,900
Stock options \| Vest on the first anniversary of the grant date
Share-based Compensation Arrangement by Share-based Payment Award
Term of award		7 years
Percentage of stock options		25.00%
Stock options \| Remaining vest on equal monthly-basis
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options		75.00%

Share-Based Compensation - weighted average assumptions used in the Black-Scholes-Merton option-pricing model (Details) - TOI Parent Inc. - Stock options	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Valuation assumptions
Expected volatility, minimum	38.60%	35.00%
Expected volatility			54.30%
Expected volatility, maximum	40.20%	40.20%
Risk-free interest rate, minimum	0.76%	0.51%	1.60%
Risk-free interest rate, maximum	1.12%	2.62%	2.62%
Expected term (years)	7 years	7 years	7 years

Share-Based Compensation - Stock option activity (Details) - TOI Parent Inc. - Stock options - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of shares
Balance at the beginning	14,860.00	9,965.00
Granted	2,023	7,170.00	13,945.00
Exercise of common share options (in shares)		(100.00)
Forfeited	(1,215)	(2,175.00)	(3,980.00)
Balance at the end	15,668	14,860.00	9,965.00
Vested options exercisable at the end	2,578	1,270.00	318.75
Weighted average exercise price
Balance at the beginning (in dollars per share)	$ 497.95	$ 496.10
Granted (in dollars per share)	630.00	499.94	$ 496.10
Exercised (in dollars per share)		496.10
Forfeited (in dollars per share)	504.38	496.10	496.10
Balance at the end (in dollars per share)	514.50	497.95	496.10
Vested options exercisable at the end (in dollars per share)	$ 497.03	$ 496.10	$ 496.10
Weighted average remaining contractual term and aggregate intrinsic value
Balance at the end (in years)	8 years 3 months 21 days	8 years 11 months 8 days	9 years 4 months 20 days
Vested options exercisable at the end (in years)	6 years 10 months 9 days	8 years 3 months	8 years 8 months 12 days

Share-Based Compensation - Additional Details (Details) - TOI Parent Inc. - 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	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost expected to be recognized over a weighted average period			2 years 8 months 4 days	3 years 25 days
Total fair value of common shares vested	$ 84,813	$ 38,759	$ 321,591	$ 220,518
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	59,678	36,343	152,617	112,669	$ 150,796	$ 94,007
Unvested Service Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost	604,655	384,434	604,655	384,434	$ 492,014	$ 506,688
Unrecognized compensation cost expected to be recognized over a weighted average period					3 years 18 days	3 years 4 months 17 days
Unvested Performance Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost					$ 1,200,153	$ 762,256
Unrecognized compensation cost expected to be recognized over a weighted average period	$ 1,294,168	$ 807,777	$ 1,294,168	$ 807,777
Total fair value of common shares vested					$ 97,696	$ 291,555

Share-Based Compensation - RSAs (Details) - TOI Parent Inc. - Restricted Stock Awards - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Grant date fair value		$ 4,874	$ 4,874
Number of shares
Balance at the beginning	238	93
Granted		188	100
Forfeited	(4)	(43)	(7)
Balance at the end	234	238	93

Share-Based Compensation - RSAs Additional Details (Details) - TOI Parent Inc. - Restricted Stock Awards - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	$ 0	$ 0	$ 0	$ 0
Unrecognized compensation expense	$ 0	$ 0	1,159,977	$ 453,269
Liability associated with the bonus awards			$ 0
Shares holdings issued			188		0
Shares, Issued	0		0

Commitments and Contingencies (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) item
Commitments and Contingencies
Number of rental agreements for property	49	43
Number of rental agreements for medical equipment classified as capital leases	4	4
Accrued a loss contingency for a legal matter related to an employee lawsuit	$ 350,000	$ 350,000

Commitments and Contingencies - Summary of future minimum operating, capital lease payments (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Future minimum lease payments under noncancellable operating leases
2021	$ 8,572	$ 36,736
2022	36,736	36,736
2023	36,736	36,736
2024	30,614	30,614
Total minimum lease payments	112,658	140,822
Less: amount representing interest (6% interest rate)	(8,286)	(12,587)
Present value of net minimum capital lease payments	104,372	128,235
Less current installments of obligations under capital leases	(32,344)	(31,191)
Obligations under capital leases, excluding current installments	72,028	97,044
Future minimum lease payments under noncancellable operating leases
2021	874,490	3,095,533
2022	3,430,762	2,831,516
2023	3,151,293	2,559,759
2024	2,673,093	2,060,385
2025	2,141,122	1,510,935
Thereafter	1,674,718	793,363
Total minimum lease payments	$ 13,945,478	$ 12,851,491

Business Combination (Details) - TOI Parent Inc. - Practice, ICRI, and HHHC - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2018
Business Combination
Net assets acquired	$ 256,514
Total consideration transferred	1,710,000	$ 44,958,702
Cash	892,500	34,875,000
Deferred consideration	$ 817,500
Consideration transferred in rollover units		$ 10,083,702
Acquisition and integration expenses paid			$ 3,184,660

Business Combination - Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Estimated fair value of assets acquired and liabilities assumed:
Total goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Practice, ICRI, and HHHC
Business Combination
Cash	892,500	34,875,000
Deferred consideration arrangement	817,500
Fair value of total consideration transferred	1,710,000	44,958,702
Estimated fair value of assets acquired and liabilities assumed:
Cash	65,042	505,317
Accounts receivable	248,816	11,097,858
Inventory	62,656	2,707,640
Other receivables	149,398
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Total goodwill	1,453,486	14,076,674
Intangible assets, net		25,234,000
Total assets acquired	1,979,398	54,154,447
Accounts payable	120,000	136,989
Debt, inclusive of PPP	149,398	7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	269,398	9,195,745
Net assets acquired	$ 1,710,000	$ 44,958,702

Business Combination - Unaudited supplemental pro forma information (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2019
Business Combination
Goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Practice, ICRI, and HHHC
Business Combination
Estimated useful life of identified intangible assets		10 years
Goodwill	1,453,486	$ 14,076,674
Pro forma combined revenue	0		113,160,114
Pro forma combined net income	$ 0		$ 2,136,657

Variable Interest Entities - Summary of consolidated financial statements of VIEs (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 12, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 200,000
Prepaid expenses and other current assets	82,245				$ 152,474
Total current assets	287,110				1,069,461					$ 25,000
Total assets	230,299,733	$ 230,754,006	$ 231,036,262		231,323,610	$ 231,395,659	$ 231,466,990	$ 231,843,054	$ 231,769,236	50,000
Current liabilities:
Accounts payable	961,084
Total current liabilities	3,634,148				267,550					27,300
Total liabilities	25,202,318	$ 25,224,557	$ 19,386,072		25,358,720	$ 22,903,099	$ 20,557,770	$ 18,315,099	$ 17,812,302	27,300
TOI Parent Inc.
Current assets:
Cash	11,531,997				5,997,530					2,446,201
Accounts receivable	22,256,605				17,145,910					14,616,261
Other receivables	581,451				112,663					118,156
Inventories, net	5,756,578				4,354,232					3,888,988
Prepaid expenses and other current assets	2,077,045				2,109,256					723,058
Total current assets	51,297,705				29,719,591					21,792,664
Intangible assets, net	18,156,667				19,515,569					22,002,646
Other assets	250,420				122,509					97,851
Goodwill	15,680,160				14,226,674					14,076,674	$ 14,076,674
Total assets	90,827,327				65,688,568					59,520,738
Current liabilities:
Accounts payable	19,013,532				12,643,024					8,885,431
Current portion of long-term debt	4,895,275			$ 149,398	375,000
Total current liabilities	41,826,097				28,606,858					13,585,451
Other non-current liabilities	1,517,844				806,186					756,425
Total liabilities	43,343,941				37,587,051					17,298,392
TOI Parent Inc. \| Variable interest entity
Current assets:
Cash	1,537,568				19,502					2,440,898
Accounts receivable	22,256,608				17,145,911					14,616,261
Other receivables	99,445				49,163
Inventories, net	5,756,578				4,354,232					3,888,988
Prepaid expenses and other current assets	675,233				719,063					72,226
Total current assets	30,325,432				22,287,871					21,018,373
Intangible assets, net	479,167
Other assets	306,640				200,600					101,746
Goodwill	150,000				150,000
Total assets	31,261,239				22,638,471					21,120,119
Current liabilities:
Accounts payable	17,694,967				11,953,239					7,732,372
Accrued expenses and other current liabilities	4,231,336				6,038,584					3,087,119
Income taxes payable	220,046				220,046
Current portion of long-term debt					2,000,000
Amounts due to affiliates	34,013,311				19,883,097					16,897,690
Total current liabilities	56,159,660				39,874,920					27,717,181
Other non-current liabilities	896,082				551,228
Total liabilities	$ 57,055,742				$ 40,426,148					$ 27,717,181

Variable Interest Entities (Details) - USD ($)	2 Months Ended	3 Months Ended							6 Months Ended		9 Months Ended			12 Months Ended
Variable Interest Entities (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2018	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Variable Interest Entities
Net Income	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)		$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)		$ (8,339,904)
TOI Parent Inc.
Variable Interest Entities
Net Income		$ (2,980,123)	$ 3,204,025	$ (994,650)	$ (675,948)	$ 1,018,188	$ (9,845,729)	$ (1,993,628)			(770,748)	(9,503,489)	$ 5,941,602	(14,321,235)	$ (4,021,395)
TOI Parent Inc. \| Variable interest entity
Variable Interest Entities
Net Income								(1,993,628)			770,748	0		14,321,235	(4,021,395)
Net loss attributable to noncontrolling interest								$ 0			$ 9,503,489	$ 0		$ 0	$ 0

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

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Goodwill and Intangible Assets (Details) - TOI Parent Inc. - USD ($)		9 Months Ended	12 Months Ended
	May 01, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Intangible assets, net
Gross carrying amount		$ 25,734,000	$ 25,234,000	$ 25,234,000
Accumulated amortization		(7,577,333)	(5,718,431)	(3,231,354)
Net carrying amount		$ 18,156,667	$ 19,515,569	$ 22,002,646
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 19,400,000	$ 18,900,000	$ 18,900,000
Accumulated amortization		(5,680,572)	(4,283,045)	(2,420,250)
Net carrying amount		$ 13,719,428	$ 14,616,955	$ 16,479,750
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 4,170,000	$ 4,170,000	$ 4,170,000
Accumulated amortization		(1,248,736)	(944,989)	(533,992)
Net carrying amount		$ 2,921,264	$ 3,225,011	$ 3,636,008
Clinical contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 2,164,000	$ 2,164,000	$ 2,164,000
Accumulated amortization		(648,025)	(490,397)	(277,112)
Net carrying amount		$ 1,515,975	$ 1,673,603	$ 1,886,888

Goodwill and Intangible Assets - Aggregate Amortization expense (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2021	$ 625,189	$ 2,450,757
2022	2,500,757	2,450,757
2023	2,500,757	2,450,757
2024	2,500,757	2,450,757
2025	2,500,757	2,450,757
Thereafter	7,528,450	7,261,784
Total	$ 18,156,667	$ 19,515,569	$ 22,002,646

Goodwill and Intangible Assets - Aggregate amortization expense - Additional Information (Details) - 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	Dec. 31, 2019	Dec. 31, 2018
TOI Parent Inc.
Finite-Lived Intangible Assets [Line Items]
Total segment amortization	$ 625,189	$ 612,689	$ 1,858,902	$ 1,874,390	$ 2,487,078	$ 2,523,400	$ 707,954

Goodwill and Intangible Assets - Goodwill (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Total goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Patient services
Goodwill [Line Items]
Total goodwill	10,497,489	9,044,003	8,894,003
Dispensary
Goodwill [Line Items]
Total goodwill	4,551,002	4,551,002	4,551,002
Clinical trials & other
Goodwill [Line Items]
Total goodwill	$ 631,669	$ 631,669	$ 631,669

Goodwill and Intangible Assets - Changes in the carrying amount of goodwill (Details) - TOI Parent Inc. - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance at the beginning
Gross goodwill		$ 14,226,674	$ 14,076,674	$ 14,076,674
Goodwill acquired during the period		1,453,486	150,000	14,076,674
Accumulated impairment losses	$ 0		0	0
Goodwill, net as of December 31	$ 14,076,674	$ 15,680,160	$ 14,226,674	$ 14,076,674

Goodwill and Intangible Assets - Additional Information (Details) - Manuel Zevallos, MD [Member] - TOI Parent Inc. - USD ($)		12 Months Ended
	May 01, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill acquired during the period in cash	$ 500,000	$ 100,000
Goodwill acquired during the period in deferred cash consideration	$ 500,000	$ 50,000

Net Loss Per Share (Details)	2 Months Ended	3 Months Ended							6 Months Ended		9 Months Ended			12 Months Ended
Net Loss Per Share (Details)	Dec. 31, 2019 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 USD ($) shares	Dec. 31, 2018 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2020 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 19, 2018 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Nov. 30, 2020	Nov. 06, 2020
Numerator:
Net (loss) income \| $	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)		$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)		$ (8,339,904)
Class A common stock
Numerator:
Net income (loss) \| shares	0	(23,000,000)	(23,000,000)	(23,000,000)	(23,000,000)	(23,000,000)	(4,802,198)		(23,000,000)	(13,901,099)	(23,000,000)	(16,956,204)		(18,475,410)
Net (loss) income \| $														$ (6,399,368)
Denominator:
Basic weighted average shares outstanding \| shares		23,000,000			23,000,000						23,000,000	16,956,204
Income (loss) per share attributable to TOI Parent, Inc. common stockholders
Basic \| $ / shares		$ (0.02)			$ (0.08)						$ (0.03)	$ (0.26)
Diluted \| $ / shares		$ (0.02)			$ (0.08)						$ (0.03)	$ (0.26)
Class B common stock
Numerator:
Net income (loss) \| shares	(5,000,000)		(5,750,000)	(5,750,000)	(5,750,000)	(5,750,000)	(5,156,593)		(5,750,000)	(5,453,297)		(5,552,920)		(5,602,459)	(5,000,000)
Net (loss) income \| $														$ (1,940,536)	$ (2,300)
Denominator:
Basic weighted average shares outstanding \| shares		5,750,000			5,750,000						5,750,000	5,552,920
Income (loss) per share attributable to TOI Parent, Inc. common stockholders
Basic \| $ / shares		$ (0.02)			$ (0.08)						$ (0.03)	$ (0.26)
Diluted \| $ / shares		$ (0.02)			$ (0.08)						$ (0.03)	$ (0.26)
TOI Parent Inc.
Net Loss Per Share
Conversion ratio																0.1	0.10
Numerator:
Net income (loss) \| shares								(10,000)						(23,786)	(10,000)
Net (loss) income \| $		$ (2,980,123)	$ 3,204,025	$ (994,650)	$ (675,948)	$ 1,018,188	$ (9,845,729)	$ (1,993,628)			$ (770,748)	$ (9,503,489)	$ 5,941,602	$ (14,321,235)	$ (4,021,395)
Denominator:
Basic weighted average shares outstanding \| shares		114,510			10,000						114,510	10,000
Income (loss) per share attributable to TOI Parent, Inc. common stockholders
Basic \| $ / shares		$ 114,510			$ 10,000						$ 114,510	$ 10,000
Diluted \| $ / shares		$ (26.03)			$ (67.59)						$ (6.73)	$ (950.35)

Net Loss Per Share - Computation of diluted net loss per share (Details) - shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
TOI Parent Inc. \| Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive	23,138	10,832	23,138	10,832	14,860	9,965	2,560

Segment Information (Details) - TOI Parent Inc. - segment	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Segment Reporting Information
Number of operating segments	3	3
Number of reportable segments	3	3

Segment Information - Summarized financial information for the Company's segments (Details) - USD ($)	2 Months Ended	3 Months Ended			9 Months Ended				12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information
Total consolidated operating (loss)	$ (2,300)	$ (1,575,832)	$ (198,480)		$ (4,448,949)	$ (480,812)			$ (683,869)
TOI Parent Inc.
Segment Reporting Information
Consolidated revenue		52,274,958	47,249,444	$ 37,359,389	150,698,534	138,548,981	$ 75,800,725	$ 75,800,725	187,514,661	$ 155,405,184
Total segment depreciation expense				56,508	562,676	513,830		338,196	690,499	418,461
Total segment amortization		625,189	612,689		1,858,902	1,874,390			2,487,078	2,523,400	$ 707,954
Selling, general and administrative expense		12,729,425	9,492,069	8,833,475	35,119,854	26,861,651		11,555,910	41,897,302	29,643,511
Non-segment depreciation and amortization		850,199	792,475	764,462	2,421,577	2,388,219		338,196	3,177,577	2,941,861
Total consolidated operating (loss)		(2,157,019)	(711,228)	(1,169,896)	(5,026,599)	(3,214,459)		$ 5,959,440	(8,195,903)	(2,644,752)
TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue		52,274,958	47,249,444	37,359,389	150,698,534	138,548,981	75,800,725		187,514,661	155,405,184
Total segment direct costs		40,852,353	37,676,128	28,931,348	118,183,702	112,513,570	57,947,179		150,635,685	125,464,564
Total segment depreciation expense		212,875	171,774	47,076	534,460	480,332	281,741		946,996	351,876
Total segment amortization		625,189	612,689	590,962	1,858,902	1,874,390			2,076,081	2,106,400
Total segment operating income		10,584,541	8,788,853	7,790,003	30,121,470	23,680,689	17,571,805		33,855,899	27,482,344
Selling, general and administrative expense		12,729,425	9,492,069	8,833,475	35,119,854	26,861,651	11,555,910		41,897,302	29,643,511
Total consolidated operating (loss)				(1,169,896)			5,959,440		(8,195,903)	(2,644,752)
TOI Parent Inc. \| Non-segment
Segment Reporting Information
Non-segment depreciation and amortization		12,135	8,012	$ 126,424	28,215	33,497	$ 56,455		$ 154,500	$ 483,585
Patient services \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue		32,967,401	29,663,884		92,375,768	86,985,513
Total segment direct costs		25,390,950	24,078,152		72,050,631	72,830,254
Total segment depreciation expense		181,392	140,945		447,162	403,027
Total segment amortization		572,646	560,146		1,701,274	1,713,647
Total segment operating income		6,822,413	4,884,641		18,176,701	12,038,585
Dispensary \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue		17,918,035	16,162,528		53,317,877	46,347,096
Total segment direct costs		15,279,173	13,431,738		45,639,083	38,896,324
Total segment depreciation expense		218	149		653	149
Total segment operating income		2,638,644	2,730,641		7,678,141	7,450,623
Clinical trials & other \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue		1,389,522	1,423,032		5,004,889	5,216,372
Total segment direct costs		182,230	166,238		493,988	786,992
Total segment depreciation expense		31,265	30,680		86,645	77,156
Total segment amortization		52,543	52,543		157,628	160,743
Total segment operating income		$ 1,123,484	$ 1,173,571		$ 4,266,628	$ 4,191,481

Segment Information - Assets (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2019
Segment Reporting Information
Total assets	$ 230,299,733	$ 230,754,006	$ 231,036,262	$ 231,323,610	$ 231,395,659	$ 231,466,990	$ 231,843,054	$ 231,769,236	$ 50,000
TOI Parent Inc.
Segment Reporting Information
Total assets	90,827,327			65,688,568					59,520,738
TOI Parent Inc. \| Operating segments
Segment Reporting Information
Total assets				65,688,568					59,520,738
TOI Parent Inc. \| Non-segment
Segment Reporting Information
Total assets	27,747,655			19,436,737					$ 16,172,166
TOI Parent Inc. \| Patient services \| Operating segments
Segment Reporting Information
Total assets	42,530,458			36,445,920
TOI Parent Inc. \| Dispensary \| Operating segments
Segment Reporting Information
Total assets	5,039,241			4,318,946
TOI Parent Inc. \| Clinical trials & other \| Operating segments
Segment Reporting Information
Total assets	$ 15,509,973			$ 5,486,965

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Related Party Transactions (Details) - TOI Parent Inc. - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Total related party payments	$ 65,880	$ 122,587	$ 91,456	$ 468,092	$ 532,943	$ 641,122	$ 1,070,987
Revenue from related party			$ 600,170				$ 1,068,697

Subsequent Events (Details) - TOI Parent Inc. - Subsequent events	Nov. 12, 2021 USD ($) installment	Apr. 30, 2021 USD ($)
Oncology Association
Subsequent Events
Consideration for asset purchase		$ 500,000
Consideration paid in cash at closing		$ 200,000
Orr Practice Acquisition
Subsequent Events
Consideration for asset purchase	$ 1,000,000
Consideration paid in cash at closing	$ 800,000
Number of installment payments to be made \| installment	2
Grant Practice Acquisition
Subsequent Events
Consideration for asset purchase	$ 1,000,000
Consideration paid in cash at closing	$ 800,000
Number of installment payments to be made \| installment	2

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 200,000
Prepaid expenses	82,245	$ 152,474
Total current assets	287,110	1,069,461	$ 25,000
Total assets	230,299,733	231,323,610	50,000
Current liabilities:
Accounts payable	961,084
Total current liabilities	3,634,148	267,550	27,300
Total liabilities	25,202,318	25,358,720	27,300
Class A common stock subject to possible redemption	230,000,000	230,000,000
Stockholders' deficit:
Accumulated deficit	(24,903,160)	(24,035,685)	(2,300)
Total stockholders' deficit	(24,902,585)	(24,035,110)	22,700
Total liabilities, cumulative preferred shares and stockholders' deficit	230,299,733	231,323,610	50,000
TOI Parent Inc.
Current assets:
Cash	11,531,997	5,997,530	2,446,201
Accounts receivable	22,256,605	17,145,910	14,616,261
Other receivables	581,451	112,663	118,156
Inventories, net	5,756,578	4,354,232	3,888,988
Prepaid expenses	2,077,045	2,109,256	723,058
Total current assets	51,297,705	29,719,591	21,792,664
Property and equipment, net	3,517,179	2,104,225	1,550,903
Intangible assets, net	18,156,667	19,515,569	22,002,646
Goodwill	15,680,160	14,226,674	14,076,674
Other assets	250,420	122,509	97,851
Total assets	90,827,327	65,688,568	59,520,738
Current liabilities:
Current portion of long-term debt	4,895,275	5,367,758
Accounts payable	19,013,532	12,643,024	8,885,431
Income taxes payable	6,159,079	1,143,956	488,737
Accrued expenses and other current liabilities	11,758,211	9,452,120	4,211,283
Total current liabilities	41,826,097	28,606,858	13,585,451
Long-term debt, net of unamortized debt issuance costs and current portion		6,561,238
Other non-current liabilities	1,517,844	806,186	756,425
Deferred income taxes		1,612,769	2,956,516
Total liabilities	43,343,941	37,587,051	17,298,392
Class A common stock subject to possible redemption	100,113,700	80,113,700	48,143,362
Stockholders' deficit:
Additional paid-in capital	447,030	294,413	94,007
Accumulated deficit	(53,077,344)	(52,306,596)	(6,015,023)
Total stockholders' deficit	(52,630,314)	(52,012,183)	(5,921,016)
Total liabilities, cumulative preferred shares and stockholders' deficit	$ 90,827,327	$ 65,688,568	$ 59,520,738

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021	Mar. 31, 2021	Nov. 06, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2018	Sep. 19, 2018	Sep. 10, 2018
Common shares, issued	23,000,000	23,000,000
Common shares, outstanding	23,000,000	23,000,000
Total assets	$ 230,299,733	$ 231,323,610	$ 50,000	$ 230,754,006	$ 231,036,262		$ 231,395,659	$ 231,466,990	$ 231,843,054	$ 231,769,236
Total liabilities	$ 25,202,318	$ 25,358,720	$ 27,300	$ 25,224,557	$ 19,386,072		$ 22,903,099	$ 20,557,770	$ 18,315,099	$ 17,812,302
TOI Parent Inc.
Dividend rate	6.00%	6.00%	6.00%
Series A Preferred Shares, par value	$ 0.001	$ 0.001	$ 0.001
Series A Preferred Shares, authorized		20,000	20,000	20,000
Series A Preferred Shares, issued	11,451	10,000	10,000
Series A Preferred Shares, outstanding	11,451	10,000	10,000
Common shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, authorized	400,000	400,000	400,000			400,000							20,000
Common shares, issued	100	100	0
Common shares, outstanding		100	0								0	1,000
Total assets	$ 90,827,327	$ 65,688,568	$ 59,520,738
Total liabilities	43,343,941	37,587,051	17,298,392
TOI Parent Inc. \| Variable interest entity
Total assets	31,261,239	22,638,471	21,120,119
Total liabilities	$ 57,055,742	$ 40,426,148	$ 27,717,181

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended							6 Months Ended		9 Months Ended				12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2018	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Operating expenses
(Loss) income from operations	$ (2,300)	$ (1,575,832)			$ (198,480)						$ (4,448,949)	$ (480,812)			$ (683,869)
Other non-operating expense (income)
(Loss) income before provision for income taxes	(2,300)	(432,034)			(2,404,087)						(867,475)	(5,799,661)			(8,328,470)
Income tax (expense) benefit	0				(12,573)							(12,573)			(11,434)
Net income (loss)	$ (2,300)	(432,034)	$ (6,120,741)	$ 5,685,300	(2,416,660)	$ (2,618,735)	$ (776,839)		$ (435,441)	$ (3,395,574)	(867,475)	(5,812,234)			(8,339,904)
TOI Parent Inc.
Revenue
Total operating revenue		52,274,958			47,249,444			$ 37,359,389			150,698,534	138,548,981	$ 75,800,725	$ 75,800,725	187,514,661	$ 155,405,184
Operating expenses
Selling, general and administrative expense		12,729,425			9,492,069			8,833,475			35,119,854	26,861,651		11,555,910	41,897,302	29,643,511
Depreciation and amortization		850,199			792,475			764,462			2,421,577	2,388,219		338,196	3,177,577	2,941,861
Total operating expenses		54,431,977			47,960,672			38,529,285			155,725,133	141,763,440		69,841,285	195,710,564	158,049,936
(Loss) income from operations		(2,157,019)			(711,228)			(1,169,896)			(5,026,599)	(3,214,459)		5,959,440	(8,195,903)	(2,644,752)
Other non-operating expense (income)
Interest expense		77,983			107,143			1,592			259,894	259,013			347,060	3,375
Other, net		(53,383)			(119,233)						(1,125,527)	6,328,119		(72,767)	6,271,095	(10,000)
Total other non-operating (income) expense		24,600			(12,090)			1,592			(6,051,974)	6,587,132		(72,767)	6,618,155	(6,625)
(Loss) income before provision for income taxes		(2,181,619)			(699,138)			(1,171,488)			1,025,375	(9,801,591)		6,032,207	(14,814,058)	(2,638,127)
Income tax (expense) benefit		(798,504)			23,190			(822,140)			(1,796,123)	298,102		(90,605)	492,823	(1,383,268)
Net income (loss)		$ (2,980,123)	$ 3,204,025	$ (994,650)	$ (675,948)	$ 1,018,188	$ (9,845,729)	$ (1,993,628)			$ (770,748)	$ (9,503,489)		$ 5,941,602	$ (14,321,235)	$ (4,021,395)
(Loss) income per share attributable to TOI Parent, Inc. common stockholders:
Basic and diluted net income (loss) per share of common stock		$ (26.03)			$ (67.59)			$ (199.36)			$ (6.73)	$ (950.35)			$ (602.09)	$ (402.14)
Denominator:
Basic and diluted weighted average common shares outstanding								10,000							23,786	10,000
Financial Designation, Predecessor and Successor [Fixed List]								Successor						Predecessor	Successor	Successor
TOI Parent Inc. \| Patient services
Revenue
Total operating revenue		$ 32,967,401			$ 29,663,884			$ 21,284,785			$ 92,375,768	$ 86,985,513	48,527,028	$ 48,527,028	$ 116,816,797	$ 97,624,881
Operating expenses
Direct costs		25,390,950			24,078,152			16,650,583			72,050,631	72,830,254		34,454,497	95,746,831	81,053,345
TOI Parent Inc. \| Dispensary
Revenue
Total operating revenue		17,918,035			16,162,528			13,201,609			53,317,877	46,347,096	26,757,955	26,757,955	63,889,875	49,953,992
Operating expenses
Direct costs		15,279,173			13,431,738			12,015,032			45,639,083	38,896,324		23,492,682	53,906,958	43,455,898
TOI Parent Inc. \| Clinical trials & other
Revenue
Total operating revenue		1,389,522			1,423,032			2,872,995			5,004,889	5,216,372	$ 515,742	$ 515,742	6,807,989	7,826,311
Operating expenses
Direct costs		$ 182,230			$ 166,238			$ 265,733			$ 493,988	$ 786,992			$ 981,896	$ 955,321

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	TOI Parent Inc. Cumulative Preferred Shares	TOI Parent Inc. Common Shares	TOI Parent Inc. Additional paid in capital	TOI Parent Inc. Accumulated Deficit	TOI Parent Inc.	Additional paid in capital	Accumulated Deficit	Total
Balance at beginning at Dec. 31, 2017		$ 10,000		$ 7,801,351	$ 7,811,351
Balance at beginning (in shares) at Dec. 31, 2017		1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				5,941,602	5,941,602
Dividends paid				(8,200,414)	(8,200,414)
Balance at ending at Sep. 19, 2018		$ 10,000		5,542,539	$ 5,552,539
Balance at ending (in shares) at Sep. 19, 2018		1,000			1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]					Predecessor
Series A Preferred Shares issued	$ 48,143,362
Series A Preferred Shares issued (in shares)	10,000
Balance at ending at Dec. 31, 2018	$ 48,143,362
Balance at ending (in shares) at Dec. 31, 2018	10,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(1,993,628)	$ (1,993,628)
Balance at ending at Dec. 31, 2018				(1,993,628)	$ (1,993,628)
Balance at ending (in shares) at Dec. 31, 2018					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]					Successor
Balance at ending at Dec. 31, 2019	$ 48,143,362				$ 48,143,362
Balance at ending (in shares) at Dec. 31, 2019	10,000				10,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(4,021,395)	$ (4,021,395)
Share-based compensation expense			$ 94,007		94,007
Balance at ending at Dec. 31, 2019		$ 0	94,007	(6,015,023)	$ (5,921,016)	$ 24,425	$ (2,300)	$ 22,700
Balance at ending (in shares) at Dec. 31, 2019		0			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]					Successor
Balance at ending at Dec. 31, 2019	$ 48,143,362				$ 48,143,362
Balance at ending (in shares) at Dec. 31, 2019	10,000				10,000
Balance at beginning at Oct. 31, 2019						0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income							(2,300)	(2,300)
Balance at ending at Dec. 31, 2019		$ 0	94,007	(6,015,023)	$ (5,921,016)	24,425	(2,300)	22,700
Balance at ending (in shares) at Dec. 31, 2019		0			0
Balance at ending at Mar. 31, 2020	$ 48,143,362							230,000,000
Balance at ending (in shares) at Mar. 31, 2020	10,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(9,845,729)	$ (9,845,729)		(776,839)	(776,839)
Share-based compensation expense			34,106		34,106
Balance at ending at Mar. 31, 2020		$ 0	128,113	(15,860,752)	(15,732,639)		(16,472,620)	(16,472,045)
Balance at ending (in shares) at Mar. 31, 2020		0
Balance at beginning at Dec. 31, 2019	$ 48,143,362				$ 48,143,362
Balance at beginning (in shares) at Dec. 31, 2019	10,000				10,000
Balance at ending at Jun. 30, 2020								230,000,000
Balance at beginning at Dec. 31, 2019		$ 0	94,007	(6,015,023)	$ (5,921,016)	24,425	(2,300)	22,700
Balance at beginning (in shares) at Dec. 31, 2019		0			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income								(3,395,574)
Balance at ending at Jun. 30, 2020	$ 48,143,362		170,333	(14,842,564)	$ (14,672,231)		(19,091,355)	(19,090,780)
Balance at ending (in shares) at Jun. 30, 2020	10,000
Balance at beginning at Dec. 31, 2019	$ 48,143,362				$ 48,143,362
Balance at beginning (in shares) at Dec. 31, 2019	10,000				10,000
Balance at ending at Sep. 30, 2020	$ 48,143,362							230,000,000
Balance at beginning at Dec. 31, 2019		$ 0	94,007	(6,015,023)	$ (5,921,016)	24,425	(2,300)	22,700
Balance at beginning (in shares) at Dec. 31, 2019		0			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income					$ (9,503,489)			(5,812,234)
Balance at ending at Sep. 30, 2020		$ 0	206,676	(15,518,512)	(15,311,836)		(21,508,015)	(21,507,440)
Balance at ending (in shares) at Sep. 30, 2020	10,000	0
Balance at beginning at Dec. 31, 2019	$ 48,143,362				$ 48,143,362
Balance at beginning (in shares) at Dec. 31, 2019	10,000				10,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Deemed dividend on extinguishment of Series A Preferred Share re-issuance	$ 31,970,338
Balance at ending at Dec. 31, 2020	$ 80,113,700			52,306,596	$ 80,113,700			230,000,000
Balance at ending (in shares) at Dec. 31, 2020	10,000				10,000
Balance at beginning at Dec. 31, 2019		$ 0	94,007	(6,015,023)	$ (5,921,016)	$ 24,425	(2,300)	22,700
Balance at beginning (in shares) at Dec. 31, 2019		0			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(14,321,235)	$ (14,321,235)			(8,339,904)
Exercise of common share options			49,610		49,610
Exercise of common share options (in shares)		100
Deemed dividend on extinguishment of Series A Preferred Share re-issuance				(31,970,338)	(31,970,338)
Share-based compensation expense			150,796		150,796
Balance at ending at Dec. 31, 2020		$ 0	294,413	(52,306,596)	$ (52,012,183)		(24,035,685)	$ (24,035,110)
Balance at ending (in shares) at Dec. 31, 2020		100			100			23,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]					Successor
Balance at beginning at Mar. 31, 2020	$ 48,143,362							$ 230,000,000
Balance at beginning (in shares) at Mar. 31, 2020	10,000
Balance at ending at Jun. 30, 2020								230,000,000
Balance at beginning at Mar. 31, 2020		$ 0	128,113	(15,860,752)	$ (15,732,639)		(16,472,620)	(16,472,045)
Balance at beginning (in shares) at Mar. 31, 2020		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				1,018,188	1,018,188		(2,618,735)	(2,618,735)
Share-based compensation expense			42,220		42,220
Balance at ending at Jun. 30, 2020	$ 48,143,362		170,333	(14,842,564)	(14,672,231)		(19,091,355)	(19,090,780)
Balance at ending (in shares) at Jun. 30, 2020	10,000
Balance at ending at Sep. 30, 2020	$ 48,143,362							230,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(675,948)	(675,948)		(2,416,660)	(2,416,660)
Share-based compensation expense			36,343		36,343
Balance at ending at Sep. 30, 2020		$ 0	206,676	(15,518,512)	(15,311,836)		(21,508,015)	(21,507,440)
Balance at ending (in shares) at Sep. 30, 2020	10,000	0
Balance at beginning at Dec. 31, 2020	$ 80,113,700			52,306,596	$ 80,113,700			230,000,000
Balance at beginning (in shares) at Dec. 31, 2020	10,000				10,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Series A Preferred Shares issued	$ 20,000,000
Series A Preferred Shares issued (in shares)	1,451
Balance at ending at Mar. 31, 2021	$ 100,113,700
Balance at ending (in shares) at Mar. 31, 2021	11,451
Balance at beginning at Dec. 31, 2020		$ 0	294,413	(52,306,596)	$ (52,012,183)		(24,035,685)	$ (24,035,110)
Balance at beginning (in shares) at Dec. 31, 2020		100			100			23,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(994,650)	$ (994,650)		5,685,300	$ 5,685,300
Share-based compensation expense			41,667		41,667
Balance at ending at Mar. 31, 2021		$ 0	336,080	(53,301,246)	(52,965,166)		(18,350,385)	(18,349,810)
Balance at ending (in shares) at Mar. 31, 2021		100
Balance at beginning at Dec. 31, 2020	$ 80,113,700			52,306,596	$ 80,113,700			230,000,000
Balance at beginning (in shares) at Dec. 31, 2020	10,000				10,000
Balance at beginning at Dec. 31, 2020		$ 0	294,413	(52,306,596)	$ (52,012,183)		(24,035,685)	$ (24,035,110)
Balance at beginning (in shares) at Dec. 31, 2020		100			100			23,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income								$ (435,441)
Balance at ending at Jun. 30, 2021	$ 100,113,700		387,352	(50,097,221)	$ (49,709,869)		(24,471,126)	(24,470,551)
Balance at ending (in shares) at Jun. 30, 2021	11,451	100
Balance at beginning at Dec. 31, 2020	$ 80,113,700			52,306,596	$ 80,113,700			230,000,000
Balance at beginning (in shares) at Dec. 31, 2020	10,000				10,000
Balance at ending at Sep. 30, 2021	$ 100,113,700				$ 100,113,700			230,000,000
Balance at ending (in shares) at Sep. 30, 2021					11,451
Balance at beginning at Dec. 31, 2020		$ 0	294,413	(52,306,596)	$ (52,012,183)		(24,035,685)	$ (24,035,110)
Balance at beginning (in shares) at Dec. 31, 2020		100			100			23,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income					$ (770,748)			$ (867,475)
Balance at ending at Sep. 30, 2021		$ 0	447,030	(53,077,344)	(52,630,314)		(24,903,160)	$ (24,902,585)
Balance at ending (in shares) at Sep. 30, 2021	11,451	100						23,000,000
Balance at beginning at Mar. 31, 2021	$ 100,113,700
Balance at beginning (in shares) at Mar. 31, 2021	11,451
Balance at beginning at Mar. 31, 2021		$ 0	336,080	(53,301,246)	(52,965,166)		(18,350,385)	$ (18,349,810)
Balance at beginning (in shares) at Mar. 31, 2021		100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				3,204,025	3,204,025		(6,120,741)	(6,120,741)
Share-based compensation expense			51,272		51,272
Balance at ending at Jun. 30, 2021	$ 100,113,700		387,352	(50,097,221)	(49,709,869)		(24,471,126)	(24,470,551)
Balance at ending (in shares) at Jun. 30, 2021	11,451	100
Balance at ending at Sep. 30, 2021	$ 100,113,700				$ 100,113,700			230,000,000
Balance at ending (in shares) at Sep. 30, 2021					11,451
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(2,980,123)	$ (2,980,123)		(432,034)	(432,034)
Share-based compensation expense			59,678		59,678
Balance at ending at Sep. 30, 2021		$ 0	$ 447,030	$ (53,077,344)	$ (52,630,314)		$ (24,903,160)	$ (24,902,585)
Balance at ending (in shares) at Sep. 30, 2021	11,451	100						23,000,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended			12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net (loss) income	$ (2,300)		$ (867,475)	$ (5,812,234)
Changes in operating assets and liabilities:
Prepaid expenses	0		70,229	(202,187)
Accounts payable			961,084	1,329
Net cash provided by (used in) operating activities	0		(1,012,122)	(500,943)
Cash flows from investing activities:
Net cash (used in) investing activities	0		300,000	(230,000,000)
Cash flows from financing activities:
Net cash provided by financing activities	25,000			231,474,514
Net change in cash	25,000		(712,122)	973,571
Cash at beginning of period	0		916,987	25,000		$ 25,000
Cash at end of period	25,000		204,865	998,571		916,987	$ 25,000
TOI Parent Inc.
Cash flows from operating activities:
Net (loss) income		$ (1,993,628)	(770,748)	(9,503,489)		(14,321,235)	(4,021,395)
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization		764,462	2,421,577	2,388,219		3,177,577	2,941,861
Bad debt expense						4,233,053	326,926
Amortization of debt issuance costs			52,787	41,950		59,988	0
Impairment loss				7,500,000		7,500,000
Share-based compensation			152,617	112,669		150,796	94,007
Deferred tax liability		731,102	(3,537,965)	(888,897)	$ (42,337)	(1,343,747)	824,762
Loss on disposal of property and equipment						59,882
Changes in operating assets and liabilities:
Accounts receivable		484,122	(4,194,781)	(4,142,477)		(6,762,702)	(4,329,451)
Inventories		(48,679)	(1,339,690)	(782,278)		(465,244)	(1,132,669)
Other receivables		(7,773)	(319,390)	55,906		5,493	(110,383)
Prepaid expenses		(333,644)	32,211	(982,021)		(1,386,198)	(250,932)
Other assets		5,965				(24,658)	(97,851)
Accrued expenses and other current liabilities		(6,112,671)	1,431,749	5,067,777		5,209,646	2,770,651
Income taxes payable		(17,401)	5,015,123	532,044		655,219	390,061
Accounts payable		3,221,546	6,250,508	2,084,374		3,757,593	5,526,896
Noncurrent liabilities		23,589	536,674	(83,991)		2,776	682,777
Net cash provided by (used in) operating activities		(3,283,010)	(9,344,708)	1,383,711		508,239	3,615,260
Cash flows from investing activities:
Purchases of property and equipment		(369,649)	(1,975,629)	(835,539)		(1,194,121)	(1,204,563)
Cash paid for acquisition		3,184,660	(827,457)	(150,000)		(150,000)
Issuance of notes receivable				(7,500,000)		(7,500,000)
Net cash (used in) investing activities		2,815,011	(3,003,086)	(8,485,539)		(8,844,121)	(1,204,563)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net				12,399,008		12,492,758
Principal payments on long-term deb			(2,093,750)	(93,750)		(281,250)
Principal payments on capital leases			(23,989)	(26,251)		(31,407)	(1,814)
Deferred offering costs				(342,500)		(342,500)
Exercise of common share options						49,610
Net cash provided by financing activities			17,882,261	11,936,507		11,887,211	(1,814)
Net change in cash		(467,999)	5,534,467	4,834,679		3,551,329	2,408,883
Cash at beginning of period		505,317	5,997,530	2,446,201		2,446,201	37,318
Cash at end of period	$ 2,446,201	37,318	11,531,997	7,280,880	$ 505,317	5,997,530	2,446,201
Supplemental disclosure of cash flow information Cash paid for:
Income taxes		155,941	428,537	58,500		207,454	61,273
Interest		$ 1,592	$ 193,096	$ 168,530		226,764	3,375
Supplemental of non-cash investing and financing activities:
Capital leases obtained in exchange for capital lease liabilities						99,619	$ 63,151
Deemed dividend on extinguishment of Series A Preferred Share re-issuance						$ 31,970,338
Financial Designation, Predecessor and Successor [Fixed List]		Successor			Predecessor	Successor	Successor
TOI Parent Inc. \| Predecessor
Cash flows from operating activities:
Net (loss) income					$ 5,941,602
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization					338,196
Deferred tax liability					(42,337)
Changes in operating assets and liabilities:
Accounts receivable					(1,870,752)
Inventories					(248,087)
Other receivables					711,027
Prepaid expenses					188,750
Other assets					(734,567)
Accrued expenses and other current liabilities					1,472,185
Income taxes payable					116,077
Accounts payable					2,852,903
Noncurrent liabilities					199,826
Net cash provided by (used in) operating activities					8,924,823
Cash flows from investing activities:
Purchases of property and equipment					(326,312)
Net cash (used in) investing activities					(326,312)
Cash flows from financing activities:
Dividends paid					(8,200,414)
Net cash provided by financing activities					(8,200,414)
Net change in cash					398,097
Cash at beginning of period		$ 450,100			52,003
Cash at end of period					450,100
Supplemental disclosure of cash flow information Cash paid for:
Income taxes					$ 16,865
Supplemental of non-cash investing and financing activities:
Financial Designation, Predecessor and Successor [Fixed List]					Predecessor

Description of the Business

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Description of the Business

Note 1. Description of the Business

Note 1. Description of the Business

Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, transfusions, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through ICRI, performs cancer clinical trials through a network of cancer care specialists. ICRI conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

2. 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

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

Use of Estimates

Cash and Cash Equivalents

Investments Held in the Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Derivative Warrant Liabilities

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

The Class A common stock subject to possible redemption reflected on the 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

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Income Taxes

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

Principles of Consolidation

interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

Business Combinations

Segment Reporting

Use of Estimates

Net Income (Loss) Per Share

Emerging Growth Company

Recently Issued Accounting Standards

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations.

Business Combinations

Segment Reporting

The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill, fair value of share-based compensation, judgements related to revenue recognition, and deferred income taxes.

Net Loss Per Share

Revenue Recognition

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, we satisfy a performance obligation.

Capitation

Fee-for-Service Revenue

Dispensary

Clinical Trials Revenue

Direct Costs of Sales

Cash

Cash consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months).

Accounts Receivable

Inventories

Property and Equipment, net

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Leases

Goodwill and Intangible Assets

Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method.

Debt

Income Taxes

Share-Based Compensation Plan

Commitments and Contingencies

Fair Value Measurements

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses(“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

Significant Risks and Uncertainties Including Business and Credit Concentrations

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Significant Risks and Uncertainties Including Business and Credit Concentrations

Significant Risks and Uncertainties Including Business and Credit Concentrations

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Interest Rate Risk

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of net revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross receivables:
Payor B	21	%	11	%
Payor D	22	%	21	%

All of the Company’s revenue is generated from customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of cost of sales:
Vendor A	51	%	54	%
Vendor B	48	%	44	%

The concentration of gross payables on a percentage basis for major vendors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross payables:
Vendor A	30	%	42	%
Vendor B	59	%	48	%

COVID-19 Pandemic

are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. The $2,726,856 is expected to be fully recouped by the first quarter of 2022.

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Interest Rate Risk

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Net Revenue:
Payor A	15	%	18	%	23	%	20	%
Payor B	15	%	16	%	13	%	11	%
Payor C	7	%	11	%	11	%	11	%
Payor D	9	%	11	%	9	%	8	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Receivables:
Payor A	1	%	3	%
Payor B	11	%	24	%
Payor C	3	%	6	%
Payor D	21	%	26	%

All of the Company’s revenue is generated from Customers located in the United States.

Vendor Concentration Risk


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Cost of Sales:
Vendor A	55	%	57	%	46	%	48	%
Vendor B	45	%	43	%	52	%	50	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Payables:
Vendor B	48	%	49	%
Vendor A	42	%	39	%
All others	10	%	12	%

COVID-19 Pandemic

In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee- for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31,2020, the Company was a beneficiary of these stimulus measures. The Company’s accounting policies for the recognition of these stimulus monies is as follows:

The Company received $2,726,856 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of December 31, 2020, the entire $2.4 million of Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheet. The Company expects the $2,726,856 will be fully recouped during 2021.

Accounts Receivable and Notes Receivable

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accounts Receivable and Notes Receivable

Note 4. Accounts Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients.

Accounts receivable as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Oral drug accounts receivable	$	2,668,582	$	2,307,872
Capitated accounts receivable		663,562		353,250
FFS accounts receivable		14,355,205		10,962,394
Clinical trials accounts receivable		1,947,626		1,718,846
Other trade receivables		2,621,630		1,803,548
Total	$	22,256,605	$	17,145,910

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Oral drug accounts receivable	$	2,307,872	$	1,179,311
Capitated accounts receivable		353,250		96,000
FFS accounts receivable		10,962,394		10,904,721
Clinical trials accounts receivable		1,718,846		1,743,661
Other trade receivables		1,803,548		692,568
Total	$	17,145,910	$	14,616,261

Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Revenue

Note 5. Revenue

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Patient services
Capitated revenue	$	14,124,468	$	9,720,441	$	39,351,829	$	26,177,975
FFS revenue		18,842,933		19,943,443		53,023,939		60,807,538
Subtotal		32,967,401		29,663,884		92,375,768		86,985,513
Dispensary revenue		17,918,035		16,162,528		53,317,877		46,347,096
Clinical research trials & other revenue		1,389,522		1,423,032		5,004,889		5,216,372
Total	$	52,274,958	$	47,249,444	$	150,698,534	$	138,548,981

Refer to Note 20 for segment reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Remaining Unsatisfied Performance Obligations

Note 5. Revenue

Management recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. Management typically fulfills its performance obligations over time, either over the course of a single treatment (FFS), a month (capitation), or a number of months (clinical research). Management also has revenue that is satisfied at a point in time (dispensary). See Note 2 for summary of the Company’s policies and significant assumptions related to revenue recognition.

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
					Successor		Predecessor
Patient services
Capitated revenue	$	37,381,005	$	31,229,328	$	8,947,525	$	20,560,867
FFS revenue		79,435,792		66,395,553		12,337,260		27,966,161
Subtotal		116,816,797		97,624,881		21,284,785		48,527,028
Dispensary revenue		63,889,875		49,953,992		13,201,609		26,757,955
Clinical research trials and other revenue		6,807,989		7,826,311		2,872,995		515,742
Total	$	187,514,661	$	155,405,184	$	37,359,389	$	75,800,725

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Remaining Unsatisfied Performance Obligations

Inventories

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 6. Inventories

The Company purchases intravenous chemotherapy drugs and oral prescription drugs from various suppliers.

The Company’s inventories as of September 30, 2021 and December 31, 2020 were as follows:


	September 30,		December 31,
	2021		2020
Oral drug inventory	$	1,712,606	$	1,414,250
IV drug inventory		4,043,972		2,939,982
Total	$	5,756,578	$	4,354,232

Note 6. Inventories

The Company’s inventories as of December 31, 2020 and 2019 were as follows:


	December 31,		December 31,
	2020		2019
Oral drug inventory	$	1,414,250	$	1,140,467
IV drug inventory		2,939,982		2,748,521
Total	$	4,354,232	$	3,888,988

Fair Value Measurements and Hierarchy

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

9. Fair Value Measurements.

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.

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

Note 9 — Fair Value Measurements


	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

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 been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in June 2020.

There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2019.

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


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2020 is summarized as follows:


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Note 7. Fair Value Measurements and Hierarchy

The following table presents the carrying amounts of the Company’s financial instruments at September 30, 2021 and December 31, 2020:


	September 30,		December 31,
	2021		2020
Financial assets:
Cash	$	11,531,997	$	5,997,530
Accounts receivable		22,256,605		17,145,910
Other receivables		581,451		112,663
Financial liabilities:
Accounts payable	$	19,013,532	$	12,643,024

The carrying value of cash, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments.

There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and the year ended December 31, 2020.

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2020 and 2019:


	December 31,		December 31,
	2020		2019
Financial assets:
Cash	$	5,997,530	$	2,446,201
Accounts receivable		17,145,910		14,616,261
Other receivables		112,663		118,156
Financial liabilities:
Accounts payable		12,643,024		8,885,431

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

Property and Equipment, Net

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property and Equipment, Net

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.

Property and equipment, net, consist of the following:


		September 30,		December 31,
	Useful lives	2021		2020
Computers and software	60 months	$	739,853	$	424,099
Office furniture	80 months		305,506		270,761
Leasehold improvements	Shorter of lease term or estimated useful life		3,181,788		1,684,889
Medical equipment	60 months		719,035		515,386
Construction in progress			129,306		204,724
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		162,769
Less: accumulated depreciation			(1,721,078)		(1,158,403)
Total property and equipment, net		$	3,517,179	$	2,104,225

Depreciation expense for the nine months ended September 30, 2021 and September 30, 2020 was $562,676 and $513,830, respectively.

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.See Note 2 for a summary of the Company’s policies relating to property and equipment.

Property and equipment, net, consist of the following:


		December 31,		December 31,
	Useful lives	2020		2019
Computers and software	60 months	$	424,099	$	160,672
Office furniture	80 months		270,761		215,375
Leasehold improvements	Shorter of lease term or estimated useful life		1,684,889		1,159,458
Medical equipment	60 months		515,386		397,896
Construction in progress			204,724		29,320
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		63,151
Less: accumulated depreciation			(1,158,403)		(474,969)
Total property and equipment, net		$	2,104,225	$	1,550,903

Accrued Expenses and Other Current Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accrued Expenses and Other Current Liabilities

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,871,605	$	3,809,631
Deferred revenue and refund liabilities		1,657,120		3,378,905
Other liabilities		6,229,486		2,263,584
Total accrued expenses and other current liabilities	$	11,758,211	$	9,452,120

Refund liabilities as of September 30, 2021 and December 31, 2020 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Compensation, including bonuses, fringe benefits and payroll taxes	$	3,809,631	$	1,480,500
Deferred revenue and refund liabilities		3,378,905		210,000
Other liabilities		2,263,584		2,520,783
Total accrued expenses and other current liabilities	$	9,452,120	$	4,211,283

Refund liabilities as of December 31, 2020 and 2019 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Leases

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Lessee, Lease, Description [Line Items]

Note 10. Leases


	September 30,		December 31,
	2021		2020
Capital leases:
Machinery and equipment	$	162,769	$	162,769
Accumulated amortization		(62,395)		(37,980)
Property, plant, and equipment, net		100,374		124,789
Current installments of obligations under capital leases		32,344		31,191
Long-term portion of obligations under capital leases		72,028		97,044
Total capital lease obligations	$	104,372	$	128,235

Note 10. Leases

The following summarizes the Company’s capital leases:


	December 31,		December 31,
	2020		2019
Capital leases:
Machinery and equipment	$	162,769	$	63,151
Accumulated amortization		(37,980)		(2,105)
Property, plant, and equipment, net		124,789		61,046
Current installments of obligations under capital leases		31,191		11,277
Long-term portion of obligations under capital leases		97,044		50,059
Total capital lease obligations	$	128,235	$	61,336

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt

Note 11. Debt

Short-term debt and current portion of long-term debt at September 30, 2021 and December 31, 2020 consists of the following:


	September 30,		December 31,
	2021		2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000,000
1% Small Business Administration Loan, due May 2, 2022		—		2,992,758
Current portion of term loan payable		5,125,000		375,000
Less:
Unamortized debt issuance costs		229,725		—
Short-term debt and current portion of long-term debt	$	4,895,275	$	5,367,758


	September 30,		December 31,
	2021		2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	5,125,000	$	7,218,750
Less:
Unamortized debt issuance costs		229,725		282,512
Current portion of term loan payable, net of debt issuance costs		4,895,275		375,000
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561,238

The Company paid interest of $193,096 and $168,530 on the Credit Agreement term loan for the nine months ended September 30, 2021 and 2020, respectively.

Note 11. Debt

Short-term debt and current portion of long-term debt at December 31, 2020 and 2019 consists of the following:


	December 31,		December 31,
	2020		2019
1% Paycheck Protection Program Loan, due May 13, 2022	$	2,000,000	$	—
1% Small Business Administration Loan, due May 2, 2022		2,992,758		—
Current portion of term loan payable		375,000		—
Short-term debt and current portion of long-term debt	$	5,367,758	$	—


	December 31,		December 31,
	2020		2019
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	7,218,750	$	—
Total long-term debt		7,218,750		—
Less:
Unamortized debt issuance costs		282,512		—
Current portion		375,000		—
Long-term debt, net of unamortized debt issuance costs and current portion	$	6,561,238	$	—

On May 2, 2020, the Company entered into a SBA loan with MUFG Union Bank, N.A. in the amount of $2,992,758, with interest bearing at 1%. The maturity date of the loan is May 2, 2022.

The Company has classified the PPP and SBA loans above entirely as current liabilities as the majority of payments will occur throughout 2021.

The application for the PPP and SBA funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria.Management has performed an assessment and concluded they met the eligibility requirements to participate in the PPP and SBA programs and it is probable they will qualify for forgiveness, as determined by the program administrators within the parameters of the program. The loan proceeds were used to pay for qualifying salaries in 2020 as qualified expenses were paid. The Company applied for forgiveness in December 2020 for the PPP loan and in March 2021 for the SBA loan; however, the Company’s eligibility and qualified expenses are subject to audit by the SBA and although the Company anticipates it will qualify for forgiveness, the SBA may require the Company to repay all or a portion of the loan value recorded for the year ended December 31, 2020. While the Company believes that the PPP loan was properly obtained, there can be no assurance regarding the outcome of an SBA review.

The Company applied for loan forgiveness in December 2020 for the PPP loan. On June 17, 2021, the Company received notice of forgiveness of the loan.

On February 26, 2020 the Company entered into a credit agreement with MUFG Union Bank (“Credit Agreement”), which allows the Company to borrow up to an aggregate principal amount of $10 million in the form of term loans, revolving credit commitments (“Revolver”), and a letter of credit (“LOC”) facility. The term loans and the Revolver shall bear interest at base rate plus the applicable margin or LIBOR rate plus the applicable margin. The Company can prepay the obligations at their option or upon the occurrence of certain events. The outstanding principal on the term loans will be repaid in quarterly installments equal to (i) $93,750

The aggregate maturities of long-term debt for each of the five years subsequent to December 31, 2020 are: $375,000 in 2021, 2022, and 2023, $750,000 in 2024, and $5,343,750 in 2025.

The Company paid interest of $226,764 on the Credit Agreement term loan for the year ended December 31, 2020.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 11 — Income Taxes

The income tax provision (benefit) for the year ended December 31, 2020 consists of the following:


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

The provision for income taxes was deemed to be de minimis for the period from November 1, 2019 (inception) through December 31, 2019.

The Company’s net deferred tax assets are as follows:


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows:


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

Note 12. Income Taxes

Note 12. Income Taxes

The components of the provision (benefit) for income taxes consists of:


	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	822,490	$	(919,164)	$	(96,674)
State and local		28,183		(424,332)		(396,149)
	$	850,673	$	(1,343,496)	$	(492,823)


	Current		Deferred		Total
Year ended December 31, 2019:
U.S. federal	$	355,245	$	697,261	$	1,052,506
State and local		203,261		127,501		330,762
	$	558,506	$	824,762	$	1,383,268


	Current		Deferred		Total
Period from September 20, 2018 through December 31, 2018:
U.S. federal	$	—	$	552,044	$	552,044
State and local		91,039		179,057		270,096
	$	91,039	$	731,101	$	822,140


	Current		Deferred		Total
Period from January 1, 2018 through September 19, 2018:
U.S. federal	$	—	$	—	$	—
State and local		132,942		(42,337)		90,605
	$	132,942	$	(42,337)	$	90,605


					Period from		Period from
					September 20,		January 1,
					2018		2018
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
Income tax at federal statutory rate	$	(3,110,753)	$	(554,131)	$	(246,014)	$	1,266,764
Income not subject to corporate level tax		—		—		(30,292)		(1,266,764)
State tax, net federal benefit		(982,329)		(69,370)		238,489		90,605
Fines and Penalties		—		—		—		—
Transaction costs		—		—		668,779		—
Adjustment to deferred taxes		—		138,648		—		—
Change in tax status		—		—		187,779		—
Income Tax Payable:
Change in valuation allowance		3,596,998		1,854,006		—		—
Other		3,261		14,115		3,399		—
Income tax (benefit) expense	$	(492,823)	$	1,383,268	$	822,140	$	90,605

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below.


	December 31,		December 31,
	2020		2019
Deferred tax assets:
Deferred rent	$	107,988	$	57,780
Accrued Expenses		769,754		351,220
Net operating loss carryforwards		2,528,555		150,367
Management Fees (the Practice)		1,827,864		1,814,880
Impaired assets		2,086,611		—
Deferred revenue		182,467		58,348
Stock Based Compensation		68,505		26,120
Total gross deferred tax assets		7,571,744		2,458,715
Valuation allowance		(5,451,003)		(1,854,005)
Net deferred tax assets		2,120,741		604,710
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation and capitalized interest		(1,905,646)		(1,746,345)
Management Fees (TOI Parent)		(1,827,864)		(1,814,881)
Total gross deferred liabilities		(3,733,510)		(3,561,226)
Net deferred tax liabilities	$	(1,612,769)	$	(2,956,516)

A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2020 and 2019 is as follows:


	December 31,		December 31,
	2020		2019
Beginning balance of unrecognized tax benefits	$	1,902,659	$	—
Additions based on tax positions related to the current year		—		1,902,659
Additions based on tax positions of prior years		—		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	1,902,659	$	1,902,659

The Company is subject to taxation in the U.S., California, and Arizona. As of December 31, 2020, the statute of limitations remains open for tax year 2018, 2019, and 2020.

Common and Preferred Shares

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

8. Stockholder’s Equity (Deficit).

Note 8 — Stockholders’ Equity

Note 13. Common and Preferred Shares

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%

Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Note 13. Common and Preferred Shares

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Share-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award

Share-Based Compensation

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 Stock Options are provided in the following table:


	9 Months Ended
	09/30/2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	38.6% and 40.2	%
Risk-free interest rate	0.76% to 1.12	%
Expected term (years)	7

Stock option activity during the periods indicated is as follows:


				Weighted
		Weighted		average	Aggregate
	Number	average		remaining	intrinsic
Stock options	of shares	exercise price		contractual term	value
Balance at January 1, 2021	14,860	$	497.95
Granted	2,023		630.00
Exercised	—
Forfeited	(1,215)		504.38
Expired	—
Balance at September 30, 2021	15,668		514.50	8.31		—
Vested options exercisable at September 30, 2021	2,578	$	497.03	6.86		—

Restricted Stock Awards (“RSAs”)

No RSAs were issued for the nine months ended September 30, 2021 and the year ended December 31, 2020.

A summary of the activity for the RSAs for the nine months ended September 30, 2021 is shown in the following table:


		Number
		of shares
Balance at January 1, 2021		238
Granted		—
Forfeited		(4)
Balance at September 30, 2021		234

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 7-year terms, after which they expire and are no longer exercisable.

The total number of common shares for which Stock Options may be granted under the Plan shall not exceed 13,640. The Plan was amended on November 6, 2020, pursuant to which the total number of common shares for which Stock Options may be granted under the Plan shall not exceed 15,640. At December 31, 2020 and 2019, there were 399,900 and 400,000, respectively, common shares of the Company authorized and unissued.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2020 and 2019 Stock Options are provided in the following table:


	2020		2019
Valuation assumptions
Expected dividend yield	—	%	—	%
Expected volatility	35.00% to 40.20	%	54.30	%
Risk-free interest rate	0.51% to 2.62	%	1.60% to 2.62	%
Expected term (years)	7		7

Stock option activity during the periods indicated is as follows:


		Weighted		Weighted average
	Number of	average exercise		remaining		Aggregate
Stock options	shares	price		contractual term		intrinsic value
Balance at January 1, 2020	9,965.00	$	496.10
Granted	7,170.00		499.94
Exercised	(100.00)		496.10
Forfeited	(2,175.00)		496.10
Expired	—		—
Balance at December 31, 2020	14,860.00	$	497.95	8.94	$	—
Vested Options Exercisable at December 31, 2020	1,270.00	$	496.10	8.25	$	—


		Weighted		Weighted average
	Number of	average exercise		remaining	Aggregate
Stock options	shares	price		contractual term	intrinsic value
Balance at January 1,2019	—	$	—
Granted	13,945.00		496.10
Exercised	—		—
Forfeited	(3,980.00)		496.10
Expired	—		—
Balance at December 31, 2019	9,965.00	$	496.10	9.39	$	—
Vested Options Exercisable at December 31, 2019	318.75	$	496.10	8.70	$	—

Total share-based compensation expense during the years ended December 31, 2020 and 2019 was $150,796 and $94,007, respectively.

Restricted Stock Awards (“RSAs”)

The grant date fair value of the RSAs for the years ended December 31, 2020 and 2019 was determined to be $4,874 based on the fair value of the Series A Preferred Shares at that date.

A summary of the activity for the RSAs for the years ended December 31, 2020 and 2019 are shown in the following table:


		Number of
		shares
Balance at January 1,2020		93
Granted		188
Forfeited		(43)
Balance at December 31, 2020		238


		Number of
		shares
Balance at January 1, 2019		—
Granted		100
Forfeited		(7)
Balance at December 31, 2019		93

2020 Sale Bonus Plan

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

5. Commitments and Contingencies.

Registration Rights

Underwriting Agreement

Risks and uncertainties

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 15. Commitments and Contingencies

Leases


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	8,572	$	874,490
2022		36,736		3,430,762
2023		36,736		3,151,293
2024		30,614		2,673,093
2025		—		2,141,122
Thereafter		—		1,674,718
Total minimum lease payments	$	112,658	$	13,945,478
Less: amount representing interest (6% interest rate)		(8,286)
Present value of net minimum capital lease payments		104,372
Less current installments of obligations under capital leases		(32,344)
Obligations under capital leases, excluding current installments	$	72,028

Legal Matters

Indemnities

The Health Insurance Portability and Accountability Act

Regulatory Matters

Liability Insurance

Note 15. Commitments and Contingencies

Leases

The Company leases its offices, clinics and certain equipment under non-cancellable operating leases, and certain equipment under capital lease agreements, that expire at various dates through 2027. The Company has 43 rental agreements for property. Additionally, the Company has 4 rental agreements for medical equipment classified as capital leases.


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	36,736	$	3,095,533
2022		36,736		2,831,516
2023		36,736		2,559,759
2024		30,614		2,060,385
2025		—		1,510,935
Thereafter		—		793,363
Total minimum lease payments	$	140,822	$	12,851,491
Less: amount representing interest (6% interest rate)		(12,587)
Present value of net minimum capital lease payments		128,235
Less current installments of obligations under capital leases		(31,191)
Obligations under capital leases, excluding current installments	$	97,044

Legal Matters

Indemnities

The Health Insurance Portability and Accountability Act

The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. The Company believes it is in compliance with these laws.

Regulatory Matters

Liability Insurance

Business Combination

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Business Combination

Note 16. Business Combination


Consideration:
Cash	$	892,500
Deferred consideration arrangement		817,500
Fair value of total consideration transferred		1,710,000
Estimated fair value of assets acquired and liabilities assumed:
Cash		65,042
Accounts receivable		248,816
Inventory		62,656
Other receivables		149,398
Goodwill		1,453,486
Total assets acquired		1,979,398
Accounts payable		120,000
Debt, inclusive of PPP		149,398
Total liabilities assumed		269,398
Net assets acquired	$	1,710,000

The revenues, earnings, and pro forma effects of the Acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Note 16. Business Combination

Business Combination Information

The fair value of assets acquired and liabilities assumed as part of the Acquisition is summarized as follows:


Fair value of assets acquired and liabilities assumed:
Cash	$	505,317
Accounts receivable		11,097,858
Inventories		2,707,640
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Goodwill		14,076,674
Intangible assets, net		25,234,000
Total assets acquired	$	54,154,447
Accounts payable	$	136,989
Accrued expenses and other current liabilities		7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	$	9,195,745
Net assets acquired	$	44,958,702

Unaudited Supplemental Pro Forma Information

The unaudited pro forma combined revenue and net income for the twelve months ended December 31, 2018 are $113,160,114 and $2,136,657 respectively.

Variable Interest Entities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 17. Variable Interest Entities


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash	$	1,537,568	$	19,502
Accounts receivable		22,256,608		17,145,910
Other receivables		99,445		49,163
Inventories, net		5,756,578		4,354,232
Prepaid expenses and other current assets		675,233		719,063
Total current assets		30,325,432		22,287,870
Intangible assets, net		479,167		—
Other assets		306,640		200,600
Goodwill		150,000		150,000
Total assets	$	31,261,239	$	22,638,470
Liabilities
Current liabilities:
Accounts payable	$	17,694,967	$	11,953,239
Accrued expenses and other current liabilities		4,231,336		5,818,538
Income taxes payable		220,046		220,046
Current portion of long-term debt		—		2,000,000
Amounts due to affiliates		34,013,311		19,883,097
Total current liabilities		56,159,660		39,874,920
Other non-current liabilities		896,082		551,228
Total liabilities	$	57,055,742	$	40,426,148

Note 17. Variable Interest Entities

The consolidated financial statements include the accounts of TOI Parent and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	19,502	$	2,440,898
Accounts receivable		17,145,911		14,616,261
Other receivables		49,163		—
Inventory		4,354,232		3,888,988
Prepaid expenses		719,063		72,226
Total current assets		22,287,871		21,018,373
Other assets		200,600		101,746
Goodwill		150,000		—
Total assets	$	22,638,471	$	21,120,119
Liabilities
Current liabilities:
Accounts payable		11,953,239		7,732,372
Accrued expenses and other current liabilities		6,038,584		3,087,119
Current portion of long-term debt		2,000,000		—
Amounts due to affiliates		19,883,097		16,897,690
Total current liabilities		39,874,920		27,717,181
Other non-current liabilities		551,228		—
Total liabilities	$	40,426,148	$	27,717,181

Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Note 18. Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated depreciation.

Intangible Assets

As of September 30, 2021, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400,000	$	(5,680,572)	$	13,719,428
Trade names	10 years		4,170,000		(1,248,736)		2,921,264
Clinical contracts	10 years		2,164,000		(648,025)		1,515,975
Total intangible assets		$	25,734,000	$	(7,577,333)	$	18,156,667

As of December 31, 2020, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2021 is as follows:


	Amount
Year ending December 31:
Remainder of 2021	$	625,189
2022		2,500,757
2023		2,500,757
2024		2,500,757
2025		2,500,757
Thereafter		7,528,450
Total	$	18,156,667

Goodwill


	September 30, 2021		December 31, 2020
Patient services	$	10,497,489	$	9,044,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	15,680,160	$	14,226,674

The changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 are as follows:


	2021		2020
Balance as of January 1:
Gross goodwill	$	14,226,674	$	14,076,674
Goodwill acquired during the period		1,453,486		150,000
Goodwill, net as of September 30 and December 31	$	15,680,160	$	14,226,674

Note 18. Goodwill and Intangible Assets

Intangible Assets

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average		Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2019, the Company’s intangible assets, net consists of the following:


	Weighted
	average	Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(2,420,250)	$	16,479,750
Trade names	10 years		4,170,000		(533,992)		3,636,008
Clinical contracts	10 years		2,164,000		(277,112)		1,886,888
Total intangible assets		$	25,234,000	$	(3,231,354)	$	22,002,646

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2020 is as follows:


	Amount
Year ending December 31:
2021	$	2,450,757
2022		2,450,757
2023		2,450,757
2024		2,450,757
2025		2,450,757
Thereafter.		7,261,784
Total	$	19,515,569

The aggregate amortization expense during the years ended December 31, 2020, 2019, and 2018 were $2,487,078, $2,523,400, and $707,954, respectively.

Goodwill


	December 31,		December 31,
	2020		2019
Patient services	$	9,044,003	$	8,894,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	14,226,674	$	14,076,674

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Balance as of January 1:
Gross goodwill	$	14,076,674	$	14,076,674
Goodwill acquired during the period		150,000		—
Goodwill, net as of December 31	$	14,226,674	$	14,076,674

Net Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Net Loss Per Share

Note 19. Net Loss Per Share

The following is a reconciliation of the numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net loss attributable to TOI Parent, Inc.	$	(2,980,123)	$	(675,948)	$	(770,748)	$	(9,503,489)
Basic and diluted weighted average shares outstanding		114,510		10,000		114,510		10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(26.03)	$	(67.59)	$	(6.73)	$	(950.35)

(1)

All stock options were “out-of-the-money” up to and through the year ended December 31, 2020.



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021	2020	2021	2020
Stock Options ⁽¹⁾	23,138	10,832	23,138	10,832

(1)	The Stock Options are exercisable, each into one common share, for the period outstanding. Refer to Note 14 for further details.

Note 19. Net Loss Per Share

The following is a reconciliation of the numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations:


	Year Ended December 31
	2020		2019	2018
Net loss attributable to TOI Parent, Inc.	$	(14,321,235)	(4,021,395)	(1,993,628)
Basic and diluted weighted average shares outstanding⁽¹⁾		23,786	10,000	10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(602.09)	(402.14)	(199.36)

(1)	The computation of weighted average shares outstanding applies the Series A Preferred Shares on an as- converted basis following the execution of Amendment II in November 2020, which added a one-to- ten conversion feature.

(1) The Stock Options are exercisable, each into one common share. Refer to Note 14 for further details.

Segment Information

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Segment Information

Note 20. Segment Information

The Company operates its business and reports its results through three operating and reportable segments: patient services, dispensary, and clinical trials & other in accordance with ASC 280.

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue
Patient services	$	32,967,401	$	29,663,884	$	92,375,768	$	86,985,513
Dispensary		17,918,035		16,162,528		53,317,877		46,347,096
Clinical trials & other		1,389,522		1,423,032		5,004,889		5,216,372
Consolidated revenue		52,274,958		47,249,444		150,698,534		138,548,981

Direct costs
Patient services		25,390,950		24,078,152		72,050,631		72,830,254
Dispensary		15,279,173		13,431,738		45,639,083		38,896,324
Clinical trials & other		182,230		166,238		493,988		786,992
Total segment direct costs		40,852,353		37,676,128		118,183,702		112,513,570

Depreciation expense
Patient services		181,392		140,945		447,162		403,027
Dispensary		218		149		653		149
Clinical trials & other		31,265		30,680		86,645		77,156
Total segment depreciation expense		212,875		171,774		534,460		480,332

Amortization of intangible assets
Patient services		572,646		560,146		1,701,274		1,713,647
Dispensary		—		—		—		—
Clinical trials & other		52,543		52,543		157,628		160,743
Total segment amortization		625,189		612,689		1,858,902		1,874,390

Segment operating income
Patient services		6,822,413		4,884,641		18,176,701		12,038,585
Dispensary		2,638,644		2,730,641		7,678,141		7,450,623
Clinical trials & other		1,123,484		1,173,571		4,266,628		4,191,481
Total segment operating income		10,584,541		8,788,853		30,121,470		23,680,689

Selling, general and administrative expense		12,729,425		9,492,069		35,119,854		26,861,651
Non-segment depreciation and amortization		12,135		8,012		28,215		33,497
Total consolidated operating (loss)	$	(2,157,019)	$	(711,228)	$	(5,026,599)	$	(3,214,459)


	September 30, 2021		December 31, 2020
Assets
Patient services	$	42,530,458	$	36,445,920
Dispensary		5,039,241		4,318,946
Clinical trials & other		15,509,973		5,486,965
Non-segment assets		27,747,655		19,436,737
Total assets	$	90,827,327	$	65,688,568

Note 20. Segment Information

A brief description of each of the Company’s segments is as follows:

Patient Services

Dispensary

Clinical Trials & Other

Summarized financial information for the Company’s segments is shown in the following tables:


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
		December 31,		December 31,	December 31,		September 19,
		2020		2019	2018		2018

	Successor							Predecessor
Revenue
Patient services	$	116,816,797	$	97,624,881	$	21,284,785	$	48,527,028
Dispensary		63,889,875		49,953,992		13,201,609		26,757,955
Clinical trials & other		6,807,989		7,826,311		2,872,995		515,742
Consolidated revenue		187,514,661		155,405,184		37,359,389		75,800,725
Direct costs
Patient services		95,746,831		81,053,345		16,650,583		34,454,497
Dispensary		53,906,958		43,455,898		12,015,032		23,492,682
Clinical trials & other		981,896		955,321		265,733		—
Total segment direct costs		150,635,685		125,464,564		28,931,348		57,947,179
Depreciation expense
Patient services		940,130		349,875		47,013		281,367
Dispensary		366		—		—		—
Clinical trials & other		6,500		2,001		63		374
Total segment depreciation expense		946,996		351,876		47,076		281,741
Amortization of intangible assets
Patient services		1,862,796		1,890,000		530,250		—
Dispensary		—		—		—		—
Clinical trials & other		213,285		216,400		60,712		—
Total segment amortization		2,076,081		2,106,400		590,962		—
Operating income
Patient services		18,267,040		14,331,661		4,056,939		13,791,164
Dispensary		9,982,551		6,498,094		1,186,577		3,265,273
Clinical trials & other		5,606,308		6,652,589		2,546,487		515,368
Total segment operating income		33,855,899		27,482,344		7,790,003		17,571,805
Selling, general and administrative expense		41,897,302		29,643,511		8,833,475		11,555,910
Non-segment depreciation and amortization		154,500		483,585		126,424		56,455
Total consolidated operating (loss) income	$	(8,195,903)	$	(2,644,752)	$	(1,169,896)	$	5,959,440


	December 31,		December 31,
	2020		2019
Assets
Patient services	$	36,445,920	$	36,340,228
Dispensary		4,318,946		2,544,778
Clinical trials & other		5,486,965		4,463,566
Non-segment assets		19,436,737		16,172,166
Total assets	$	65,688,568	$	59,520,738

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2021	Dec. 31, 2020
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.	Note 5 — 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. All shares and associated amounts have been retroactively restated. Of the 5,750,000 Founder Shares, up to 750,000 shares were subject to forfeiture by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters exercised their over-allotment option in full on March 13, 2020; thus, the Founder Shares are no longer subject to forfeiture. 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. 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 $100,000 and $0, in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statements of operations. As of December 31, 2020, and 2019, the Company had $10,000 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 $75,000 and $0 in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statement of operations. As of December 31, 2020, and 2019, the Company had $7,500 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 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.
TOI Parent Inc.
Related Party Transactions
Related Party Transactions	Note 21. Related Party Transactions Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company. Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. is the representative shareholder of TOI CA. Payments to this individual are compensation for his services related to clinical research trials. Total related party payments for the nine months ended September 30, 2021 and 2020 were $468,092 and $532,943, respectively, and for the three months ended September 30, 2021 and 2020, Related Party payments were $65,880 and $122,587, respectively.	Note 21. Related Party Transactions Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company.Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. is the representative shareholder of the Practice and payments to him are compensation for his services related to clinical research trials. Total Related Party payments for the years ended December 31, 2020 was $641,122. During the year ended December 31, 2019 and the period from September 20, 2018 through December 31, 2018, the Company paid $1,070,987 and $91,456, respectively, to shareholders of TOI Parent for consulting services. During the year ended December 31, 2019 and the period from September 20, 2018 through December 31, 2018, the Company received $1,068,697 and $600,170, respectively, in capitated fees from a managed care organization in which a shareholder of TOI Parent has an ownership interest.

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2021	Dec. 31, 2020
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.	Note 12 — 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 through the date the financial statements were issued. Based upon this review, other than described here in and in Note 2 with respect to the restatements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
TOI Parent Inc.
Subsequent Events
Subsequent Events	Note 22. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through November 18, 2021, the date at which the condensed consolidated financial statements were available to be issued. The following events were identified subsequent to the balance sheet date. SPAC Transaction On June 28, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with DFP Healthcare Acquisitions Corp. (“DFPH”), a SPAC; Orion Merger Sub I, Inc., a wholly-owned subsidiary of DFPH (“Merger Sub I”), and Orion Merger Sub II, LLC, a wholly-owned subsidiary of DFPH (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Merger Sub I will merge with and into the Company, with the Company surviving the merger (the “First Merger”) and (ii) immediately following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, the “Business Combination”). Upon completion of the Business Combination, DFPH will be named The Oncology Institute, Inc. and adopt a corresponding ticker symbol. Deferred costs related to this transaction are presented on the consolidated balance sheets. On October 22, 2021, DFPH issued a press release announcing that it has scheduled the Special Meeting of its stockholders (the “Special Meeting”) for November 12, 2021 at 10:00 a.m., Eastern Time, to approve the previously announced Business Combination with the Company, that it has filed its definitive proxy statement/prospectus for the Special Meeting, and that it has commenced mailing the definitive proxy statement/prospectus to its stockholders of record as of the close of business on September 23, 2021 (the “Record Date”). The Business Combination is expected to close immediately following the Special Meeting. Orr Practice Acquisition On November 12, 2021, the Company entered into an Asset Purchase Agreement with Leo E. Orr, M.D., Inc., (the “Orr Practice”) and Leo E. Orr, M.D., an individual. Leo E. Orr, M.D. owns all of the issued and outstanding equity interests of the Orr Practice. The terms of the agreement state that the Company will purchase from the Orr Practice certain assets, properties, and rights owned by the Orr Practice, and the intangible assets associated with the asset acquisition. The Company will pay $1,000,000, with $800,000 of the consideration being paid in cash at closing and the remainder paid equally in two cash installments on each annual anniversary thereafter. Grant Practice Acquisition On November 12, 2021, the Company entered into an Asset Purchase Agreement with Ellsworth Grant, M.D., A Medical Corporation, (the “Grant Practice”) and Ellsworth Grant, M.D., an individual. Ellsworth Grant, M.D. owns all of the issued and outstanding equity interests of the Grant Practice. The terms of the agreement state that the Company will purchase from the Grant Practice certain assets, properties, and rights owned by the Grant Practice, and the intangible assets associated with the asset acquisition. The Company will pay $1,000,000, with $800,000 of the consideration being paid in cash at closing and the remainder paid equally in two cash installments on each annual anniversary thereafter.	Note 22. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through June 27, 2021, the date at which the consolidated financial statements were available to be issued. The following events were identified subsequent to the balance sheet date. Legal Entity Name Revision On January 12, 2021, the Company filed an amendment to the articles of incorporation of Richy Agajanian, M.D., a Professional Corporation to legally change the name to The Oncology Institute CA, a Professional Corporation. The change was solely nominal, and the legal form, tax attributes, and books and records of Richy Agajanian, M.D., a Professional Corporation all remained. Capital Raise In the first quarter of 2021, TOI Parent Inc. executed an equity capital raise in separate transactions with three accredited investors. Each investor purchased the Company’s Series A Preferred Shares subject to the terms of Amendment II of the Certificate of Incorporation, as described in Note 13. A total of 1,451 Series A Preferred Shares were purchased in exchange for $20,000,000 in consideration. Pinellas Cancer Center Acquisition On February 12, 2021, the Company entered into an Asset Purchase Agreement with Anil N Raiker, M.D., P.L.C., d/b/a Pinellas Cancer Center (the “PCC”) and Anil Raiker, M.D., an individual. Anil Raiker, M.D. owns all of the issued and outstanding equity interests of PCC. The terms of the agreement state that the Company will purchase from the PCC certain assets, properties, and rights owned by the Practice, and the goodwill associated with the asset acquisition and TOI Management will manage non-clinical and management operations. The Company will pay $1,710,000, with half of the consideration being paid in cash at closing and the remainder in two installments each annual anniversary thereafter. Oncology Association Acquisition On April 30, 2021, the Company entered into an Asset Purchase Agreement with Oncology Association, P.A., (the “OA”) and Pedro Mendez, M.D., an individual. Pedro Mendez, M.D. owns all of the issued and outstanding equity interests of OA. The terms of the agreement state that the Company will purchase from the OA certain assets, properties, and rights owned by the Practice, and the intangible assets associated with the asset acquisition. The Company will pay $500,000, with $200,000 of the consideration being paid in cash at closing and the remainder paid equally in three cash installments with each annual anniversary thereafter.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation

Basis of presentation

Basis of Presentation and Principles of Consolidation

Net Loss Per Share

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)

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Cash and Cash Equivalents

●

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).

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of Presentation

Unaudited Interim Financial Information

Basis of Presentation

interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations.

Business Combinations

Business Combinations

Segment Reporting

Segment Reporting

The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill, fair value of share-based compensation, judgements related to revenue recognition, and deferred income taxes.

Net Loss Per Share

Net Income (Loss) Per Share

Net Loss Per Share

Revenue Recognition

Revenue Recognition

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, we satisfy a performance obligation.

Capitation

Fee-for-Service Revenue

Dispensary

Clinical Trials Revenue

Direct Costs of Sales

Direct Costs of Sales

Cash

Cash consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months).

Accounts Receivable

Accounts Receivable

Property and Equipment, net

Inventories

Property and Equipment, net

Accounts payable, Accrued Expenses, and Other Current Liabilities

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Leases

Goodwill and Intangible Assets

Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method.

Debt

Share-Based Compensation Plan

Income Taxes

Share-Based Compensation Plan

Commitments and Contingencies

Fair Value Measurements

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses(“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of concentration risk

Concentration Risk [Line Items]

The concentration of net revenue on a percentage basis for major payors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of net revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross receivables:
Payor B	21	%	11	%
Payor D	22	%	21	%

The concentration of cost of sales on a percentage basis for major vendors at September 30, 2021 and 2020 are as follows:


	Nine Months Ended
	September 30,
	2021		2020
Percentage of cost of sales:
Vendor A	51	%	54	%
Vendor B	48	%	44	%

The concentration of gross payables on a percentage basis for major vendors at September 30, 2021 and December 31, 2020 are as follows:


	September 30,		December 31,
	2021		2020
Percentage of gross payables:
Vendor A	30	%	42	%
Vendor B	59	%	48	%


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Net Revenue:
Payor A	15	%	18	%	23	%	20	%
Payor B	15	%	16	%	13	%	11	%
Payor C	7	%	11	%	11	%	11	%
Payor D	9	%	11	%	9	%	8	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Receivables:
Payor A	1	%	3	%
Payor B	11	%	24	%
Payor C	3	%	6	%
Payor D	21	%	26	%


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018

	Successor						Predecessor
Percentage of Cost of Sales:
Vendor A	55	%	57	%	46	%	48	%
Vendor B	45	%	43	%	52	%	50	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Percentage of Gross Payables:
Vendor B	48	%	49	%
Vendor A	42	%	39	%
All others	10	%	12	%

Accounts Receivable and Notes Receivable (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of accounts receivable

Accounts receivable as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Oral drug accounts receivable	$	2,668,582	$	2,307,872
Capitated accounts receivable		663,562		353,250
FFS accounts receivable		14,355,205		10,962,394
Clinical trials accounts receivable		1,947,626		1,718,846
Other trade receivables		2,621,630		1,803,548
Total	$	22,256,605	$	17,145,910

Accounts Receivable as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Oral drug accounts receivable	$	2,307,872	$	1,179,311
Capitated accounts receivable		353,250		96,000
FFS accounts receivable		10,962,394		10,904,721
Clinical trials accounts receivable		1,718,846		1,743,661
Other trade receivables		1,803,548		692,568
Total	$	17,145,910	$	14,616,261

Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of disaggregation of revenue


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Patient services
Capitated revenue	$	14,124,468	$	9,720,441	$	39,351,829	$	26,177,975
FFS revenue		18,842,933		19,943,443		53,023,939		60,807,538
Subtotal		32,967,401		29,663,884		92,375,768		86,985,513
Dispensary revenue		17,918,035		16,162,528		53,317,877		46,347,096
Clinical research trials & other revenue		1,389,522		1,423,032		5,004,889		5,216,372
Total	$	52,274,958	$	47,249,444	$	150,698,534	$	138,548,981


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
					Successor		Predecessor
Patient services
Capitated revenue	$	37,381,005	$	31,229,328	$	8,947,525	$	20,560,867
FFS revenue		79,435,792		66,395,553		12,337,260		27,966,161
Subtotal		116,816,797		97,624,881		21,284,785		48,527,028
Dispensary revenue		63,889,875		49,953,992		13,201,609		26,757,955
Clinical research trials and other revenue		6,807,989		7,826,311		2,872,995		515,742
Total	$	187,514,661	$	155,405,184	$	37,359,389	$	75,800,725

Inventories (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of inventories

The Company’s inventories as of September 30, 2021 and December 31, 2020 were as follows:


	September 30,		December 31,
	2021		2020
Oral drug inventory	$	1,712,606	$	1,414,250
IV drug inventory		4,043,972		2,939,982
Total	$	5,756,578	$	4,354,232

The Company’s inventories as of December 31, 2020 and 2019 were as follows:


	December 31,		December 31,
	2020		2019
Oral drug inventory	$	1,414,250	$	1,140,467
IV drug inventory		2,939,982		2,748,521
Total	$	4,354,232	$	3,888,988

Fair Value Measurements and Hierarchy (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of carrying amounts of financial instruments

The following table presents the carrying amounts of the Company’s financial instruments at September 30, 2021 and December 31, 2020:


	September 30,		December 31,
	2021		2020
Financial assets:
Cash	$	11,531,997	$	5,997,530
Accounts receivable		22,256,605		17,145,910
Other receivables		581,451		112,663
Financial liabilities:
Accounts payable	$	19,013,532	$	12,643,024

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2020 and 2019:


	December 31,		December 31,
	2020		2019
Financial assets:
Cash	$	5,997,530	$	2,446,201
Accounts receivable		17,145,910		14,616,261
Other receivables		112,663		118,156
Financial liabilities:
Accounts payable		12,643,024		8,885,431

Property and Equipment, Net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of property and equipment, net

Property and equipment, net, consist of the following:


		September 30,		December 31,
	Useful lives	2021		2020
Computers and software	60 months	$	739,853	$	424,099
Office furniture	80 months		305,506		270,761
Leasehold improvements	Shorter of lease term or estimated useful life		3,181,788		1,684,889
Medical equipment	60 months		719,035		515,386
Construction in progress			129,306		204,724
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		162,769
Less: accumulated depreciation			(1,721,078)		(1,158,403)
Total property and equipment, net		$	3,517,179	$	2,104,225

Property and equipment, net, consist of the following:


		December 31,		December 31,
	Useful lives	2020		2019
Computers and software	60 months	$	424,099	$	160,672
Office furniture	80 months		270,761		215,375
Leasehold improvements	Shorter of lease term or estimated useful life		1,684,889		1,159,458
Medical equipment	60 months		515,386		397,896
Construction in progress			204,724		29,320
Equipment capital lease assets	Shorter of lease term or estimated useful life		162,769		63,151
Less: accumulated depreciation			(1,158,403)		(474,969)
Total property and equipment, net		$	2,104,225	$	1,550,903

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020 consist of the following:


	September 30,		December 31,
	2021		2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,871,605	$	3,809,631
Deferred revenue and refund liabilities		1,657,120		3,378,905
Other liabilities		6,229,486		2,263,584
Total accrued expenses and other current liabilities	$	11,758,211	$	9,452,120

Accrued expenses and other current liabilities as of December 31, 2020 and 2019 consist of the following:


	December 31,		December 31,
	2020		2019
Compensation, including bonuses, fringe benefits and payroll taxes	$	3,809,631	$	1,480,500
Deferred revenue and refund liabilities		3,378,905		210,000
Other liabilities		2,263,584		2,520,783
Total accrued expenses and other current liabilities	$	9,452,120	$	4,211,283

Leases (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Lessee, Lease, Description [Line Items]

Schedule of capital leases


	September 30,		December 31,
	2021		2020
Capital leases:
Machinery and equipment	$	162,769	$	162,769
Accumulated amortization		(62,395)		(37,980)
Property, plant, and equipment, net		100,374		124,789
Current installments of obligations under capital leases		32,344		31,191
Long-term portion of obligations under capital leases		72,028		97,044
Total capital lease obligations	$	104,372	$	128,235


	December 31,		December 31,
	2020		2019
Capital leases:
Machinery and equipment	$	162,769	$	63,151
Accumulated amortization		(37,980)		(2,105)
Property, plant, and equipment, net		124,789		61,046
Current installments of obligations under capital leases		31,191		11,277
Long-term portion of obligations under capital leases		97,044		50,059
Total capital lease obligations	$	128,235	$	61,336

Debt (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt

Summary of short-term debt and current portion of long-term debt


	September 30,		December 31,
	2021		2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000,000
1% Small Business Administration Loan, due May 2, 2022		—		2,992,758
Current portion of term loan payable		5,125,000		375,000
Less:
Unamortized debt issuance costs		229,725		—
Short-term debt and current portion of long-term debt	$	4,895,275	$	5,367,758


	December 31,		December 31,
	2020		2019
1% Paycheck Protection Program Loan, due May 13, 2022	$	2,000,000	$	—
1% Small Business Administration Loan, due May 2, 2022		2,992,758		—
Current portion of term loan payable		375,000		—
Short-term debt and current portion of long-term debt	$	5,367,758	$	—

Summary of long-term debt, net of unamortized debt issuance costs


	September 30,		December 31,
	2021		2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	5,125,000	$	7,218,750
Less:
Unamortized debt issuance costs		229,725		282,512
Current portion of term loan payable, net of debt issuance costs		4,895,275		375,000
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561,238


	December 31,		December 31,
	2020		2019
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	7,218,750	$	—
Total long-term debt		7,218,750		—
Less:
Unamortized debt issuance costs		282,512		—
Current portion		375,000		—
Long-term debt, net of unamortized debt issuance costs and current portion	$	6,561,238	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Summary of components of the provision (benefit) for income taxes


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

Summary of components of the provision (benefit) for income taxes


	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	822,490	$	(919,164)	$	(96,674)
State and local		28,183		(424,332)		(396,149)
	$	850,673	$	(1,343,496)	$	(492,823)


	Current		Deferred		Total
Year ended December 31, 2019:
U.S. federal	$	355,245	$	697,261	$	1,052,506
State and local		203,261		127,501		330,762
	$	558,506	$	824,762	$	1,383,268


	Current		Deferred		Total
Period from September 20, 2018 through December 31, 2018:
U.S. federal	$	—	$	552,044	$	552,044
State and local		91,039		179,057		270,096
	$	91,039	$	731,101	$	822,140


	Current		Deferred		Total
Period from January 1, 2018 through September 19, 2018:
U.S. federal	$	—	$	—	$	—
State and local		132,942		(42,337)		90,605
	$	132,942	$	(42,337)	$	90,605

Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations


					Period from		Period from
					September 20,		January 1,
					2018		2018
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		September 19,
	2020		2019		2018		2018
Income tax at federal statutory rate	$	(3,110,753)	$	(554,131)	$	(246,014)	$	1,266,764
Income not subject to corporate level tax		—		—		(30,292)		(1,266,764)
State tax, net federal benefit		(982,329)		(69,370)		238,489		90,605
Fines and Penalties		—		—		—		—
Transaction costs		—		—		668,779		—
Adjustment to deferred taxes		—		138,648		—		—
Change in tax status		—		—		187,779		—
Income Tax Payable:
Change in valuation allowance		3,596,998		1,854,006		—		—
Other		3,261		14,115		3,399		—
Income tax (benefit) expense	$	(492,823)	$	1,383,268	$	822,140	$	90,605

Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities


	December 31,		December 31,
	2020		2019
Deferred tax assets:
Deferred rent	$	107,988	$	57,780
Accrued Expenses		769,754		351,220
Net operating loss carryforwards		2,528,555		150,367
Management Fees (the Practice)		1,827,864		1,814,880
Impaired assets		2,086,611		—
Deferred revenue		182,467		58,348
Stock Based Compensation		68,505		26,120
Total gross deferred tax assets		7,571,744		2,458,715
Valuation allowance		(5,451,003)		(1,854,005)
Net deferred tax assets		2,120,741		604,710
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation and capitalized interest		(1,905,646)		(1,746,345)
Management Fees (TOI Parent)		(1,827,864)		(1,814,881)
Total gross deferred liabilities		(3,733,510)		(3,561,226)
Net deferred tax liabilities	$	(1,612,769)	$	(2,956,516)

Summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties)


	December 31,		December 31,
	2020		2019
Beginning balance of unrecognized tax benefits	$	1,902,659	$	—
Additions based on tax positions related to the current year		—		1,902,659
Additions based on tax positions of prior years		—		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	1,902,659	$	1,902,659

Common and Preferred Shares (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of assumptions used in the OPM and CSE models


	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	%


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

Schedule of assumptions used in the OPM and CSE models


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%

Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value	$	82,000,000
Value per common stock equivalent	$	562.06

Share-Based Compensation (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award

Summary of weighted average assumptions used in the Black-Scholes-Merton option-pricing model


	9 Months Ended
	09/30/2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	38.6% and 40.2	%
Risk-free interest rate	0.76% to 1.12	%
Expected term (years)	7


	2020		2019
Valuation assumptions
Expected dividend yield	—	%	—	%
Expected volatility	35.00% to 40.20	%	54.30	%
Risk-free interest rate	0.51% to 2.62	%	1.60% to 2.62	%
Expected term (years)	7		7

Summary of stock option activity


				Weighted
		Weighted		average	Aggregate
	Number	average		remaining	intrinsic
Stock options	of shares	exercise price		contractual term	value
Balance at January 1, 2021	14,860	$	497.95
Granted	2,023		630.00
Exercised	—
Forfeited	(1,215)		504.38
Expired	—
Balance at September 30, 2021	15,668		514.50	8.31		—
Vested options exercisable at September 30, 2021	2,578	$	497.03	6.86		—


		Weighted		Weighted average
	Number of	average exercise		remaining		Aggregate
Stock options	shares	price		contractual term		intrinsic value
Balance at January 1, 2020	9,965.00	$	496.10
Granted	7,170.00		499.94
Exercised	(100.00)		496.10
Forfeited	(2,175.00)		496.10
Expired	—		—
Balance at December 31, 2020	14,860.00	$	497.95	8.94	$	—
Vested Options Exercisable at December 31, 2020	1,270.00	$	496.10	8.25	$	—


		Weighted		Weighted average
	Number of	average exercise		remaining	Aggregate
Stock options	shares	price		contractual term	intrinsic value
Balance at January 1,2019	—	$	—
Granted	13,945.00		496.10
Exercised	—		—
Forfeited	(3,980.00)		496.10
Expired	—		—
Balance at December 31, 2019	9,965.00	$	496.10	9.39	$	—
Vested Options Exercisable at December 31, 2019	318.75	$	496.10	8.70	$	—

Summary of the activity for the RSAs


		Number
		of shares
Balance at January 1, 2021		238
Granted		—
Forfeited		(4)
Balance at September 30, 2021		234


		Number of
		shares
Balance at January 1,2020		93
Granted		188
Forfeited		(43)
Balance at December 31, 2020		238


		Number of
		shares
Balance at January 1, 2019		—
Granted		100
Forfeited		(7)
Balance at December 31, 2019		93

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of future minimum lease payments under noncancellable operating leases and capital lease payments


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	8,572	$	874,490
2022		36,736		3,430,762
2023		36,736		3,151,293
2024		30,614		2,673,093
2025		—		2,141,122
Thereafter		—		1,674,718
Total minimum lease payments	$	112,658	$	13,945,478
Less: amount representing interest (6% interest rate)		(8,286)
Present value of net minimum capital lease payments		104,372
Less current installments of obligations under capital leases		(32,344)
Obligations under capital leases, excluding current installments	$	72,028


	Capital		Operating
	leases		leases
Year ending December 31:
2021	$	36,736	$	3,095,533
2022		36,736		2,831,516
2023		36,736		2,559,759
2024		30,614		2,060,385
2025		—		1,510,935
Thereafter		—		793,363
Total minimum lease payments	$	140,822	$	12,851,491
Less: amount representing interest (6% interest rate)		(12,587)
Present value of net minimum capital lease payments		128,235
Less current installments of obligations under capital leases		(31,191)
Obligations under capital leases, excluding current installments	$	97,044

Business Combination (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition


Consideration:
Cash	$	892,500
Deferred consideration arrangement		817,500
Fair value of total consideration transferred		1,710,000
Estimated fair value of assets acquired and liabilities assumed:
Cash		65,042
Accounts receivable		248,816
Inventory		62,656
Other receivables		149,398
Goodwill		1,453,486
Total assets acquired		1,979,398
Accounts payable		120,000
Debt, inclusive of PPP		149,398
Total liabilities assumed		269,398
Net assets acquired	$	1,710,000


Fair value of assets acquired and liabilities assumed:
Cash	$	505,317
Accounts receivable		11,097,858
Inventories		2,707,640
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Goodwill		14,076,674
Intangible assets, net		25,234,000
Total assets acquired	$	54,154,447
Accounts payable	$	136,989
Accrued expenses and other current liabilities		7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	$	9,195,745
Net assets acquired	$	44,958,702

Variable Interest Entities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of consolidated financial statements of VIEs


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash	$	1,537,568	$	19,502
Accounts receivable		22,256,608		17,145,910
Other receivables		99,445		49,163
Inventories, net		5,756,578		4,354,232
Prepaid expenses and other current assets		675,233		719,063
Total current assets		30,325,432		22,287,870
Intangible assets, net		479,167		—
Other assets		306,640		200,600
Goodwill		150,000		150,000
Total assets	$	31,261,239	$	22,638,470
Liabilities
Current liabilities:
Accounts payable	$	17,694,967	$	11,953,239
Accrued expenses and other current liabilities		4,231,336		5,818,538
Income taxes payable		220,046		220,046
Current portion of long-term debt		—		2,000,000
Amounts due to affiliates		34,013,311		19,883,097
Total current liabilities		56,159,660		39,874,920
Other non-current liabilities		896,082		551,228
Total liabilities	$	57,055,742	$	40,426,148


	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	19,502	$	2,440,898
Accounts receivable		17,145,911		14,616,261
Other receivables		49,163		—
Inventory		4,354,232		3,888,988
Prepaid expenses		719,063		72,226
Total current assets		22,287,871		21,018,373
Other assets		200,600		101,746
Goodwill		150,000		—
Total assets	$	22,638,471	$	21,120,119
Liabilities
Current liabilities:
Accounts payable		11,953,239		7,732,372
Accrued expenses and other current liabilities		6,038,584		3,087,119
Current portion of long-term debt		2,000,000		—
Amounts due to affiliates		19,883,097		16,897,690
Total current liabilities		39,874,920		27,717,181
Other non-current liabilities		551,228		—
Total liabilities	$	40,426,148	$	27,717,181

Goodwill and Intangible Assets (Tables) - TOI Parent Inc.

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of intangible assets, net

As of September 30, 2021, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400,000	$	(5,680,572)	$	13,719,428
Trade names	10 years		4,170,000		(1,248,736)		2,921,264
Clinical contracts	10 years		2,164,000		(648,025)		1,515,975
Total intangible assets		$	25,734,000	$	(7,577,333)	$	18,156,667

As of December 31, 2020, the Company’s intangible assets, net consist of the following:


	Weighted average
	amortization	Gross carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average		Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(4,283,045)	$	14,616,955
Trade names	10 years		4,170,000		(944,989)		3,225,011
Clinical contracts	10 years		2,164,000		(490,397)		1,673,603
Total intangible assets		$	25,234,000	$	(5,718,431)	$	19,515,569

As of December 31, 2019, the Company’s intangible assets, net consists of the following:


	Weighted
	average	Gross
	amortization	carrying		Accumulated		Net carrying
	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900,000	$	(2,420,250)	$	16,479,750
Trade names	10 years		4,170,000		(533,992)		3,636,008
Clinical contracts	10 years		2,164,000		(277,112)		1,886,888
Total intangible assets		$	25,234,000	$	(3,231,354)	$	22,002,646

Summary of estimated aggregate amortization expense


	Amount
Year ending December 31:
Remainder of 2021	$	625,189
2022		2,500,757
2023		2,500,757
2024		2,500,757
2025		2,500,757
Thereafter		7,528,450
Total	$	18,156,667


	Amount
Year ending December 31:
2021	$	2,450,757
2022		2,450,757
2023		2,450,757
2024		2,450,757
2025		2,450,757
Thereafter.		7,261,784
Total	$	19,515,569

Summary of goodwill and changes in the carrying amount of goodwill


	September 30, 2021		December 31, 2020
Patient services	$	10,497,489	$	9,044,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	15,680,160	$	14,226,674

The changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 are as follows:


	2021		2020
Balance as of January 1:
Gross goodwill	$	14,226,674	$	14,076,674
Goodwill acquired during the period		1,453,486		150,000
Goodwill, net as of September 30 and December 31	$	15,680,160	$	14,226,674


	December 31,		December 31,
	2020		2019
Patient services	$	9,044,003	$	8,894,003
Dispensary		4,551,002		4,551,002
Clinical trials & other		631,669		631,669
Total goodwill	$	14,226,674	$	14,076,674

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Balance as of January 1:
Gross goodwill	$	14,076,674	$	14,076,674
Goodwill acquired during the period		150,000		—
Goodwill, net as of December 31	$	14,226,674	$	14,076,674

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations

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)

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net loss attributable to TOI Parent, Inc.	$	(2,980,123)	$	(675,948)	$	(770,748)	$	(9,503,489)
Basic and diluted weighted average shares outstanding		114,510		10,000		114,510		10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(26.03)	$	(67.59)	$	(6.73)	$	(950.35)

(1)


	Year Ended December 31
	2020		2019	2018
Net loss attributable to TOI Parent, Inc.	$	(14,321,235)	(4,021,395)	(1,993,628)
Basic and diluted weighted average shares outstanding⁽¹⁾		23,786	10,000	10,000
Basic and diluted net loss per share attributable to TOI Parent, Inc.	$	(602.09)	(402.14)	(199.36)

(1)	The computation of weighted average shares outstanding applies the Series A Preferred Shares on an as- converted basis following the execution of Amendment II in November 2020, which added a one-to- ten conversion feature.

Summary of potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021	2020	2021	2020
Stock Options ⁽¹⁾	23,138	10,832	23,138	10,832

(1)	The Stock Options are exercisable, each into one common share, for the period outstanding. Refer to Note 14 for further details.

(1) The Stock Options are exercisable, each into one common share. Refer to Note 14 for further details.

Segment Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of financial information for the Company's segments


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue
Patient services	$	32,967,401	$	29,663,884	$	92,375,768	$	86,985,513
Dispensary		17,918,035		16,162,528		53,317,877		46,347,096
Clinical trials & other		1,389,522		1,423,032		5,004,889		5,216,372
Consolidated revenue		52,274,958		47,249,444		150,698,534		138,548,981

Direct costs
Patient services		25,390,950		24,078,152		72,050,631		72,830,254
Dispensary		15,279,173		13,431,738		45,639,083		38,896,324
Clinical trials & other		182,230		166,238		493,988		786,992
Total segment direct costs		40,852,353		37,676,128		118,183,702		112,513,570

Depreciation expense
Patient services		181,392		140,945		447,162		403,027
Dispensary		218		149		653		149
Clinical trials & other		31,265		30,680		86,645		77,156
Total segment depreciation expense		212,875		171,774		534,460		480,332

Amortization of intangible assets
Patient services		572,646		560,146		1,701,274		1,713,647
Dispensary		—		—		—		—
Clinical trials & other		52,543		52,543		157,628		160,743
Total segment amortization		625,189		612,689		1,858,902		1,874,390

Segment operating income
Patient services		6,822,413		4,884,641		18,176,701		12,038,585
Dispensary		2,638,644		2,730,641		7,678,141		7,450,623
Clinical trials & other		1,123,484		1,173,571		4,266,628		4,191,481
Total segment operating income		10,584,541		8,788,853		30,121,470		23,680,689

Selling, general and administrative expense		12,729,425		9,492,069		35,119,854		26,861,651
Non-segment depreciation and amortization		12,135		8,012		28,215		33,497
Total consolidated operating (loss)	$	(2,157,019)	$	(711,228)	$	(5,026,599)	$	(3,214,459)


	September 30, 2021		December 31, 2020
Assets
Patient services	$	42,530,458	$	36,445,920
Dispensary		5,039,241		4,318,946
Clinical trials & other		15,509,973		5,486,965
Non-segment assets		27,747,655		19,436,737
Total assets	$	90,827,327	$	65,688,568


					Period from		Period from
					September 20,		January 1,
	Year Ended		Year Ended		2018 through		2018 through
		December 31,		December 31,	December 31,		September 19,
		2020		2019	2018		2018

	Successor							Predecessor
Revenue
Patient services	$	116,816,797	$	97,624,881	$	21,284,785	$	48,527,028
Dispensary		63,889,875		49,953,992		13,201,609		26,757,955
Clinical trials & other		6,807,989		7,826,311		2,872,995		515,742
Consolidated revenue		187,514,661		155,405,184		37,359,389		75,800,725
Direct costs
Patient services		95,746,831		81,053,345		16,650,583		34,454,497
Dispensary		53,906,958		43,455,898		12,015,032		23,492,682
Clinical trials & other		981,896		955,321		265,733		—
Total segment direct costs		150,635,685		125,464,564		28,931,348		57,947,179
Depreciation expense
Patient services		940,130		349,875		47,013		281,367
Dispensary		366		—		—		—
Clinical trials & other		6,500		2,001		63		374
Total segment depreciation expense		946,996		351,876		47,076		281,741
Amortization of intangible assets
Patient services		1,862,796		1,890,000		530,250		—
Dispensary		—		—		—		—
Clinical trials & other		213,285		216,400		60,712		—
Total segment amortization		2,076,081		2,106,400		590,962		—
Operating income
Patient services		18,267,040		14,331,661		4,056,939		13,791,164
Dispensary		9,982,551		6,498,094		1,186,577		3,265,273
Clinical trials & other		5,606,308		6,652,589		2,546,487		515,368
Total segment operating income		33,855,899		27,482,344		7,790,003		17,571,805
Selling, general and administrative expense		41,897,302		29,643,511		8,833,475		11,555,910
Non-segment depreciation and amortization		154,500		483,585		126,424		56,455
Total consolidated operating (loss) income	$	(8,195,903)	$	(2,644,752)	$	(1,169,896)	$	5,959,440


	December 31,		December 31,
	2020		2019
Assets
Patient services	$	36,445,920	$	36,340,228
Dispensary		4,318,946		2,544,778
Clinical trials & other		5,486,965		4,463,566
Non-segment assets		19,436,737		16,172,166
Total assets	$	65,688,568	$	59,520,738

Description of the Business (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
Description of the Business (Details) - TOI Parent Inc.	Sep. 30, 2021 subsidiary	Dec. 31, 2020 item subsidiary
Number of wholly-owned subsidiaries \| subsidiary	3	3
Minimum number of oncologists and mid-level professionals within three states		66
Minimum number of clinic locations within three states		40

Summary of Significant Accounting Policies - Additional Information (Details) - TOI Parent Inc.	3 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2018 USD ($)	Sep. 30, 2021 segment	Sep. 19, 2018 USD ($)	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)
Number of operating segments \| segment		3		3
Healthcare services term of contract under capitation revenues		1 year		1 month
Impairment adjustments recorded for long- lived assets	$ 0		$ 0	$ 0	$ 0
Goodwill impairment charge	$ 0			$ 0	$ 0

Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - TOI Parent Inc.	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Net Revenue \| Customer concentration \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	23.00%	17.00%	15.00%	20.00%	15.00%	18.00%
Net Revenue \| Customer concentration \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	13.00%	14.00%	15.00%	11.00%	15.00%	16.00%
Net Revenue \| Customer concentration \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	11.00%			11.00%	7.00%	11.00%
Net Revenue \| Customer concentration \| Payor D
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	9.00%			8.00%	9.00%	11.00%
Gross Receivables \| Credit concentration \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					1.00%	3.00%
Gross Receivables \| Credit concentration \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		21.00%			11.00%	24.00%
Gross Receivables \| Credit concentration \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					3.00%	6.00%
Gross Receivables \| Credit concentration \| Payor D
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		22.00%			21.00%	26.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations-2 (Details) - TOI Parent Inc. - Supplier concentration	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Cost of Sales \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	46.00%	51.00%	54.00%	48.00%	55.00%	57.00%
Cost of Sales \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	52.00%	48.00%	44.00%	50.00%	45.00%	43.00%
Gross Payables \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		30.00%			42.00%	39.00%
Gross Payables \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		59.00%			48.00%	49.00%
Gross Payables \| All other
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage					10.00%	12.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt
Cash, FDIC Insured Amount		$ 250,000
TOI Parent Inc.
Debt
Cash, FDIC Insured Amount		250,000	$ 250,000
Proceeds from unsecured loan		4,992,758
Accrued expenses and other current liabilities		11,758,211	9,452,120	$ 4,211,283
TOI Parent Inc. \| 1% Paycheck Protection Program Loan, due May 13, 2022
Debt
Proceeds from unsecured loan			4,992,758
TOI Parent Inc. \| Centers for Medicare and Medicaid Services
Debt
Proceeds from unsecured loan	$ 2,726,856	$ 2,726,856	2,726,856
Accrued expenses and other current liabilities			2,400,000
Maximum percentage of accelerated payment amount		100
Funded amount distributed to hospitals and other health care		$ 178,000,000,000
TOI Parent Inc. \| Provider Relief Funding
Debt
Proceeds from unsecured loan		$ 1,022,520	$ 978,150

Accounts Receivable and Notes Receivable - Accounts Receivable (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable and Notes Receivable
Accounts Receivable	$ 22,256,605	$ 17,145,910	$ 14,616,261
Oral drug accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	2,668,582	2,307,872	1,179,311
Capitated accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	663,562	353,250	96,000
FFS accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	14,355,205	10,962,394	10,904,721
Clinical trials accounts receivable
Accounts Receivable and Notes Receivable
Accounts Receivable	1,947,626	1,718,846	1,743,661
Other trade receivables
Accounts Receivable and Notes Receivable
Accounts Receivable	$ 2,621,630	$ 1,803,548	$ 692,568

Accounts Receivable and Notes Receivable - Additional Information (Details) - TOI Parent Inc. - USD ($)		3 Months Ended	9 Months Ended			12 Months Ended
	Feb. 26, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable and Notes Receivable
Bad debt write-offs		$ 0	$ 667,099	$ 0	$ 0	$ 4,233,053	$ 326,926
Management Services Agreement
Accounts Receivable and Notes Receivable
Principal amount of notes issued	$ 7,500,000
Annual straight-line forgiveness term	5 years
Amount forgiven each year	$ 1,500,000

Revenue (Details) - TOI Parent Inc. - USD ($)	3 Months Ended			9 Months Ended				12 Months Ended
Revenue (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 52,274,958	$ 47,249,444	$ 37,359,389	$ 150,698,534	$ 138,548,981	$ 75,800,725	$ 75,800,725	$ 187,514,661	$ 155,405,184
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	32,967,401	29,663,884	21,284,785	92,375,768	86,985,513	48,527,028	48,527,028	116,816,797	97,624,881
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	14,124,468	9,720,441	8,947,525	39,351,829	26,177,975	20,560,867		37,381,005	31,229,328
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	18,842,933	19,943,443	12,337,260	53,023,939	60,807,538	27,966,161		79,435,792	66,395,553
Dispensary
Disaggregation of Revenue [Line Items]
Total operating revenue	17,918,035	16,162,528	13,201,609	53,317,877	46,347,096	26,757,955	26,757,955	63,889,875	49,953,992
Clinical trials & other
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,389,522	$ 1,423,032	$ 2,872,995	$ 5,004,889	$ 5,216,372	$ 515,742	$ 515,742	$ 6,807,989	$ 7,826,311

Revenue - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
TOI Parent Inc.
Contract liabilities	$ 370,000	$ 370,000	$ 210,000

Inventories (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Total	$ 5,756,578	$ 4,354,232	$ 3,888,988
Oral drug inventory
Inventory [Line Items]
Total	1,712,606	1,414,250	1,140,467
IV drug inventory
Inventory [Line Items]
Total	$ 4,043,972	$ 2,939,982	$ 2,748,521

Fair Value Measurements and Hierarchy - Summary of Carrying Amounts of Financial Instruments (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial assets:
Cash	$ 11,531,997	$ 5,997,530	$ 2,446,201
Accounts receivable	22,256,605	17,145,910	14,616,261
Other receivables	581,451	112,663	118,156
Financial liabilities:
Accounts payable	$ 19,013,532	$ 12,643,024	$ 8,885,431

Property and Equipment, Net (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment, Net
Less: accumulated depreciation	$ (1,721,078)	$ (1,158,403)	$ (474,969)
Total property and equipment, net	3,517,179	2,104,225	1,550,903
Computers and software
Property and Equipment, Net
Property and equipment, gross	$ 739,853	$ 424,099	160,672
Useful lives	60 months	60 months
Office furniture
Property and Equipment, Net
Property and equipment, gross	$ 305,506	$ 270,761	215,375
Useful lives	80 months	80 months
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 3,181,788	$ 1,684,889	1,159,458
Medical equipment
Property and Equipment, Net
Property and equipment, gross	$ 719,035	$ 515,386	397,896
Useful lives	60 months	60 months
Construction in progress
Property and Equipment, Net
Property and equipment, gross	$ 129,306	$ 204,724	29,320
Equipment capital lease assets
Property and Equipment, Net
Property and equipment, gross	$ 162,769	$ 162,769	$ 63,151

Property and Equipment, Net - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
TOI Parent Inc.
Property and Equipment, Net
Depreciation expense	$ 56,508	$ 562,676	$ 513,830	$ 338,196	$ 690,499	$ 418,461

Accrued Expenses and Other Current Liabilities (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accrued Expenses and Other Current Liabilities
Compensation, including bonuses, fringe benefits and payroll taxes	$ 3,871,605	$ 3,809,631	$ 1,480,500
Deferred revenue and refund liabilities	1,657,120	3,378,905	210,000
Other liabilities	6,229,486	2,263,584	2,520,783
Total accrued expenses and other current liabilities	$ 11,758,211	$ 9,452,120	$ 4,211,283

Leases (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
Leases (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Capital leases:
Accumulated amortization	$ (1,721,078)	$ (1,158,403)	$ (474,969)
Total property and equipment, net	3,517,179	2,104,225	1,550,903
Current installments of obligations under capital leases	32,344	31,191
Long-term portion of obligations under capital leases	72,028	97,044
Minimum
Lessee, Lease, Description [Line Items]
Monthly payments	1,000	609
Maximum
Lessee, Lease, Description [Line Items]
Monthly payments	36,130	55,083
Capital Leases
Capital leases:
Machinery and equipment	162,769	162,769	63,151
Accumulated amortization	(62,395)	(37,980)	(2,105)
Total property and equipment, net	100,374	124,789	61,046
Current installments of obligations under capital leases	32,344	31,191	11,277
Long-term portion of obligations under capital leases	72,028	97,044	50,059
Total capital lease obligations	$ 104,372	$ 128,235	$ 61,336

Debt- Short-term debt and current portion of long-term debt (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt
Current portion of long-term debt	$ 4,895,275	$ 5,367,758
1% Paycheck Protection Program Loan, due May 13, 2022
Debt
Current portion of long-term debt		2,000,000
1% Small Business Administration Loan, due May 2, 2022
Debt
Current portion of long-term debt		2,992,758
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
Debt
Current portion of long-term debt		$ 375,000

Debt - Long-term debt, net of unamortized debt issuance costs and current portion (Details) - USD ($)	Sep. 30, 2021	Feb. 12, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt
Unamortized debt issuance costs	$ 229,725
TOI Parent Inc.
Debt
Total long-term debt			$ 7,218,750
Unamortized debt issuance costs	229,725		282,512	$ 0
Current portion	4,895,275	$ 149,398	375,000
Long-term debt, net of unamortized debt issuance costs and current portion			6,561,238
TOI Parent Inc. \| Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
Debt
Total long-term debt	5,125,000		7,218,750
Unamortized debt issuance costs	$ 229,725		$ 282,512

Debt - Maturity date of the loan (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Feb. 12, 2021	Dec. 31, 2020	May 13, 2020	May 02, 2020
Debt
Current portion	$ 4,895,275	$ 149,398	$ 375,000
Interest rate		1.00%
1% Small Business Administration Loan, due May 2, 2022
Debt
Current portion					$ 2,992,758
Interest rate					1.00%
1% Paycheck Protection Program Loan, due May 13, 2022
Debt
Current portion				$ 2,000,000
Interest rate				1.00%

Debt - Additional Information (Details) - USD ($)			9 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Jun. 30, 2020	Feb. 26, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 18, 2021
Debt
Net debt issuance costs			$ 229,725
TOI Parent Inc.
Debt
Aggregate principal amount		$ 10,000,000
Repayments in quarterly installments			187,500	$ 93,750
Amount borrowed					$ 7,500,000
Available borrowing capacity			0		2,500,000
Net debt issuance costs			229,725		282,512	$ 0
Amortization of the debt issuance costs			52,787	41,950	59,988	$ 0
TOI Parent Inc. \| Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
Debt
Aggregate principal amount		10,000,000					$ 9,000,000
Repayments in quarterly installments	$ 93,750	$ 187,500
Amount borrowed			5,125,000
Net debt issuance costs			229,725		$ 282,512
Amortization of the debt issuance costs			$ 52,787	$ 41,950

Debt - Aggregate maturities of long-term debt (Details) - TOI Parent Inc. - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Long-term debt, Fiscal year maturity
2021			$ 375,000
2022			375,000
2023			375,000
2024			750,000
2025			5,343,750
Interest paid	$ 193,096	$ 168,530	$ 226,764

Income Taxes - Components of the provision (benefit) for income taxes (Details) - USD ($)	2 Months Ended	3 Months Ended			9 Months Ended			12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Current
U.S. federal								$ 11,434
Deferred
U.S. federal								101,676	$ 483
Income Tax Expense (Benefit), Total	$ 0		$ 12,573			$ 12,573		11,434
TOI Parent Inc.
Current
U.S. federal								822,490	355,245
State and local				$ 91,039			$ 132,942	28,183	203,261
Total current				91,039			132,942	850,673	558,506
Deferred
U.S. federal				552,044				(919,164)	697,261
State and local				179,057			(42,337)	(424,332)	127,501
Deferred Income Tax Expense (Benefit), Total				731,102	$ (3,537,965)	(888,897)	(42,337)	(1,343,747)	824,762
Total U.S. federal				552,044				(96,674)	1,052,506
Total State and local				270,096			90,605	(396,149)	330,762
Income Tax Expense (Benefit), Total		$ 798,504	$ (23,190)	$ 822,140	$ 1,796,123	$ (298,102)	$ 90,605	$ (492,823)	$ 1,383,268

Income Taxes - Effective income tax rate reconciliation (Details) - USD ($)	2 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations
Income tax at federal statutory rate	$ (483)									$ (1,748,979)
Income Tax Payable: Change in valuation allowance	483									3,213,066
Income Tax Expense (Benefit), Total	$ 0			$ 12,573				$ 12,573		11,434
TOI Parent Inc.
Income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations
Income tax at federal statutory rate					$ (246,014)				$ 1,266,764	(3,110,753)	$ (554,131)
Income not subject to corporate level tax					(30,292)				(1,266,764)
State tax, net federal benefit					238,489				90,605	(982,329)	(69,370)
Transaction costs					668,779
Adjustment to deferred taxes											138,648
Change in tax status					187,779
Income Tax Payable: Change in valuation allowance										3,596,998	1,854,006
Income Tax Payable: Other					3,399					3,261	14,115
Income Tax Expense (Benefit), Total		$ 798,504		$ (23,190)	$ 822,140		$ 1,796,123	$ (298,102)	$ 90,605	$ (492,823)	$ 1,383,268
Federal statutory rate			21.00%		21.00%	21.00%			21.00%	21.00%	21.00%

Income Taxes - Deferred tax assets and Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carryforwards		$ 168
Total gross deferred tax assets	$ 101,676	483
Valuation allowance	(101,676)	(483)
TOI Parent Inc.
Deferred tax assets:
Deferred rent	107,988	57,780
Accrued Expenses	769,754	351,220
Net operating loss carryforwards	2,528,555	150,367
Management Fees (the Practice)	1,827,864	1,814,880
Impaired assets	2,086,611
Deferred revenue	182,467	58,348
Stock Based Compensation	68,505	26,120
Total gross deferred tax assets	7,571,744	2,458,715
Valuation allowance	(5,451,003)	(1,854,005)
Net deferred tax assets	2,120,741	604,710
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation and capitalized interest	(1,905,646)	(1,746,345)
Management Fees (TOI Parent)	(1,827,864)	(1,814,881)
Total gross deferred liabilities	(3,733,510)	(3,561,226)
Net deferred tax liabilities	$ (1,612,769)	$ (2,956,516)

Income Taxes (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Valuation allowance for deferred tax assets			$ (101,676)	$ (483)
Net change in the total valuation allowance			101,676	483
Gross deferred tax assets			101,676	483
TOI Parent Inc.
Income Tax Disclosure [Line Items]
Valuation allowance for deferred tax assets			(5,451,003)	(1,854,005)
Net change in the total valuation allowance			3,596,998	1,854,005
Net deferred tax liabilities			(1,612,769)	(2,956,516)
Gross deferred tax assets			$ 7,571,744	$ 2,458,715
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor	Successor
TOI Parent Inc. \| TOI Parent
Income Tax Disclosure [Line Items]
Valuation allowance for deferred tax assets			$ (649,781)
Net deferred tax liabilities			(1,612,769)
TOI Parent Inc. \| Practice
Income Tax Disclosure [Line Items]
Valuation allowance for deferred tax assets			(4,801,222)
Gross deferred tax assets			$ 4,922,056

Income Taxes - Additional Information (Details) - TOI Parent Inc.	Dec. 31, 2020 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 7,637,918
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 8,424,443

Income Taxes - Unrecognized tax benefits rollforward (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021
Changes in the amount of unrecognized tax benefits
Beginning balance of unrecognized tax benefits	$ 0
Ending balance of unrecognized tax benefits	0	$ 0
Interest or penalties	0	0	$ 0
TOI Parent Inc.
Changes in the amount of unrecognized tax benefits
Beginning balance of unrecognized tax benefits	1,902,659
Additions based on tax positions related to the current year	0	1,902,659
Ending balance of unrecognized tax benefits	1,902,659	$ 1,902,659
Interest or penalties	$ 0

Common and Preferred Shares - Additional Information (Details)				3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 06, 2020 Vote shares	Sep. 14, 2018 Vote	Sep. 10, 2018 $ / shares shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2020 USD ($) Vote $ / shares shares	Dec. 31, 2019 $ / shares shares	Jun. 30, 2021 shares	Nov. 30, 2020	Dec. 31, 2018 shares	Sep. 19, 2018 shares
Common and Preferred Shares
Common share split					1
Common stock, shares outstanding					23,000,000	23,000,000
TOI Parent Inc.
Common and Preferred Shares
Number of shares authorized	420,000		30,000
Common shares, authorized	400,000		20,000		400,000	400,000	400,000
Preferred shares, authorized						20,000	20,000	20,000
Preferred shares, par value per share \| $ / shares					$ 0.001	$ 0.001	$ 0.001
Preferred shares, issued					11,451	10,000	10,000
Common stock, shares subject to possible redemption					11,451	10,000	10,000
Common share split	10
Cumulative dividends (as a percent)					6.00%	6.00%	6.00%
Conversion ratio	0.10								0.1
Common stock, shares outstanding						100	0			0	1,000
TOI Parent Inc. \| Series A Preferred Shares
Common and Preferred Shares
Preferred shares, authorized	20,000		10,000
Preferred shares, issued during the period			10,000	1,451
Preferred shares, par value per share \| $ / shares			$ 0.001
Preferred shares, issued			10,000		11,451	10,000	10,000			10,000
Common stock, shares subject to possible redemption					11,451	10,000	10,000			10,000
Preferred shares, number of votes per share \| Vote	10	1			1	10
Cumulative dividends (as a percent)	6.00%
Liability associated with accrued dividends \| $				$ 20,000,000		$ 0
Dividends in arrears \| $					$ 9,547,569	$ 6,883,835
Conversion ratio						0.1

Common and Preferred Shares - Assumptions used in the OPM and CSE models (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares Y	Dec. 31, 2020
Option-pricing method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input \| Y	4.15
Option-pricing method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input \| $	82,000,000
Option-pricing method \| Annual dividend rate for common stock
Assumptions used in the OPM and CSE models
Equity, measurement input	0.000
Option-pricing method \| Annualized volatility
Assumptions used in the OPM and CSE models
Equity, measurement input	0.400
Option-pricing method \| Risk-free rate (continuously compounding)
Assumptions used in the OPM and CSE models
Equity, measurement input	0.003
Common stock equivalent method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input \| Y	4.15
Common stock equivalent method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input \| $	82,000,000
Common stock equivalent method \| Value per common stock equivalent
Assumptions used in the OPM and CSE models
Equity, measurement input \| $ / shares	562.06
Series A Preferred Shares \| Option-pricing method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input		4.15
Series A Preferred Shares \| Option-pricing method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input		82,000,000
Series A Preferred Shares \| Option-pricing method \| Annual dividend rate for common stock
Assumptions used in the OPM and CSE models
Equity, measurement input		0.0
Series A Preferred Shares \| Option-pricing method \| Annualized volatility
Assumptions used in the OPM and CSE models
Equity, measurement input		40.0
Series A Preferred Shares \| Option-pricing method \| Risk-free rate (continuously compounding)
Assumptions used in the OPM and CSE models
Equity, measurement input		0.3
Series A Preferred Shares \| Common stock equivalent method \| Time to liquidity (in years)
Assumptions used in the OPM and CSE models
Equity, measurement input		4.15
Series A Preferred Shares \| Common stock equivalent method \| Total equity value
Assumptions used in the OPM and CSE models
Equity, measurement input		82,000,000
Series A Preferred Shares \| Common stock equivalent method \| Value per common stock equivalent
Assumptions used in the OPM and CSE models
Equity, measurement input		562.06

Share-Based Compensation (Details) - TOI Parent Inc. - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Nov. 06, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Maximum total number of common shares for which Stock Options may be granted			15,640
Common shares authorized and unissued		399,900		400,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award	10 years
Maximum total number of common shares for which Stock Options may be granted	13,640	13,640	15,640
Common shares authorized and unissued	399,900
Stock options \| Vest on the first anniversary of the grant date
Share-based Compensation Arrangement by Share-based Payment Award
Term of award		7 years
Percentage of stock options		25.00%
Stock options \| Remaining vest on equal monthly-basis
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options		75.00%

Share-Based Compensation - weighted average assumptions used in the Black-Scholes-Merton option-pricing model (Details) - TOI Parent Inc. - Stock options	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Valuation assumptions
Expected volatility, minimum	38.60%	35.00%
Expected volatility			54.30%
Expected volatility, maximum	40.20%	40.20%
Risk-free interest rate, minimum	0.76%	0.51%	1.60%
Risk-free interest rate, maximum	1.12%	2.62%	2.62%
Expected term (years)	7 years	7 years	7 years

Share-Based Compensation - Stock option activity (Details) - TOI Parent Inc. - Stock options - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of shares
Balance at the beginning	14,860.00	9,965.00
Granted	2,023	7,170.00	13,945.00
Exercise of common share options (in shares)		(100.00)
Forfeited	(1,215)	(2,175.00)	(3,980.00)
Balance at the end	15,668	14,860.00	9,965.00
Vested options exercisable at the end	2,578	1,270.00	318.75
Weighted average exercise price
Balance at the beginning (in dollars per share)	$ 497.95	$ 496.10
Granted (in dollars per share)	630.00	499.94	$ 496.10
Exercised (in dollars per share)		496.10
Forfeited (in dollars per share)	504.38	496.10	496.10
Balance at the end (in dollars per share)	514.50	497.95	496.10
Vested options exercisable at the end (in dollars per share)	$ 497.03	$ 496.10	$ 496.10
Weighted average remaining contractual term and aggregate intrinsic value
Balance at the end (in years)	8 years 3 months 21 days	8 years 11 months 8 days	9 years 4 months 20 days
Vested options exercisable at the end (in years)	6 years 10 months 9 days	8 years 3 months	8 years 8 months 12 days

Share-Based Compensation - Additional Details (Details) - TOI Parent Inc. - 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	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost expected to be recognized over a weighted average period			2 years 8 months 4 days	3 years 25 days
Total fair value of common shares vested	$ 84,813	$ 38,759	$ 321,591	$ 220,518
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	59,678	36,343	152,617	112,669	$ 150,796	$ 94,007
Unvested Service Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost	604,655	384,434	604,655	384,434	$ 492,014	$ 506,688
Unrecognized compensation cost expected to be recognized over a weighted average period					3 years 18 days	3 years 4 months 17 days
Unvested Performance Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost					$ 1,200,153	$ 762,256
Unrecognized compensation cost expected to be recognized over a weighted average period	$ 1,294,168	$ 807,777	$ 1,294,168	$ 807,777
Total fair value of common shares vested					$ 97,696	$ 291,555

Share-Based Compensation - RSAs (Details) - TOI Parent Inc. - Restricted Stock Awards - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Number of awards granted		188	100
Grant date fair value		$ 4,874	$ 4,874
Number of shares
Balance at the beginning	238	93
Granted		188	100
Forfeited	(4)	(43)	(7)
Balance at the end	234	238	93

Share-Based Compensation - RSAs Additional Details (Details) - TOI Parent Inc. - Restricted Stock Awards - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	$ 0	$ 0	$ 0	$ 0
Unrecognized compensation expense	$ 0	$ 0	1,159,977	$ 453,269
Liability associated with the bonus awards			$ 0

Commitments and Contingencies (Details) - TOI Parent Inc.	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) item
Commitments and Contingencies
Number of rental agreements for property	49	43
Number of rental agreements for medical equipment classified as capital leases	4	4
Accrued a loss contingency for a legal matter related to an employee lawsuit	$ 350,000	$ 350,000

Commitments and Contingencies - Summary of future minimum operating, capital lease payments (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Future minimum lease payments under noncancellable operating leases
2021	$ 8,572	$ 36,736
2022	36,736	36,736
2023	36,736	36,736
2024	30,614	30,614
Total minimum lease payments	112,658	140,822
Less: amount representing interest (6% interest rate)	(8,286)	(12,587)
Present value of net minimum capital lease payments	104,372	128,235
Less current installments of obligations under capital leases	(32,344)	(31,191)
Obligations under capital leases, excluding current installments	72,028	97,044
Future minimum lease payments under noncancellable operating leases
2021	874,490	3,095,533
2022	3,430,762	2,831,516
2023	3,151,293	2,559,759
2024	2,673,093	2,060,385
2025	2,141,122	1,510,935
Thereafter	1,674,718	793,363
Total minimum lease payments	$ 13,945,478	$ 12,851,491

Business Combination (Details) - TOI Parent Inc. - Practice, ICRI, and HHHC - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2018
Business Combination
Total consideration transferred	$ 1,710,000	$ 44,958,702
Consideration transferred in cash	$ 892,500	34,875,000
Consideration transferred in rollover units		$ 10,083,702
Acquisition and integration expenses paid			$ 3,184,660

Business Combination - Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair value of assets acquired and liabilities assumed:
Goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Practice, ICRI, and HHHC
Fair value of assets acquired and liabilities assumed:
Cash	65,042	505,317
Accounts receivable	248,816	11,097,858
Inventories	62,656	2,707,640
Prepaid expenses and other		144,447
Property and equipment, net		388,511
Goodwill	1,453,486	14,076,674
Intangible assets, net		25,234,000
Total assets acquired	1,979,398	54,154,447
Accounts payable	120,000	136,989
Accrued expenses and other current liabilities	149,398	7,658,103
Deferred tax liability		1,400,653
Total liabilities assumed	269,398	9,195,745
Net assets acquired	$ 1,710,000	$ 44,958,702

Business Combination - Unaudited supplemental pro forma information (Details) - TOI Parent Inc. - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2019
Business Combination
Goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Practice, ICRI, and HHHC
Business Combination
Estimated useful life of identified intangible assets		10 years
Goodwill	1,453,486	$ 14,076,674
Pro forma combined revenue	0		113,160,114
Pro forma combined net income	$ 0		$ 2,136,657

Variable Interest Entities - Summary of consolidated financial statements of VIEs (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 12, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 200,000
Prepaid expenses	82,245				$ 152,474
Total current assets	287,110				1,069,461					$ 25,000
Total assets	230,299,733	$ 230,754,006	$ 231,036,262		231,323,610	$ 231,395,659	$ 231,466,990	$ 231,843,054	$ 231,769,236	50,000
Current liabilities:
Accounts payable	961,084
Total current liabilities	3,634,148				267,550					27,300
Total liabilities	25,202,318	$ 25,224,557	$ 19,386,072		25,358,720	$ 22,903,099	$ 20,557,770	$ 18,315,099	$ 17,812,302	27,300
TOI Parent Inc.
Current assets:
Cash	11,531,997				5,997,530					2,446,201
Accounts receivable	22,256,605				17,145,910					14,616,261
Other receivables	581,451				112,663					118,156
Inventories, net	5,756,578				4,354,232					3,888,988
Prepaid expenses	2,077,045				2,109,256					723,058
Total current assets	51,297,705				29,719,591					21,792,664
Other assets	250,420				122,509					97,851
Goodwill	15,680,160				14,226,674					14,076,674	$ 14,076,674
Total assets	90,827,327				65,688,568					59,520,738
Current liabilities:
Accounts payable	19,013,532				12,643,024					8,885,431
Current portion of long-term debt	4,895,275			$ 149,398	375,000
Total current liabilities	41,826,097				28,606,858					13,585,451
Other non-current liabilities	1,517,844				806,186					756,425
Total liabilities	43,343,941				37,587,051					17,298,392
TOI Parent Inc. \| Variable interest entity
Current assets:
Cash	1,537,568				19,502					2,440,898
Accounts receivable	22,256,608				17,145,911					14,616,261
Other receivables	99,445				49,163
Inventories, net	5,756,578				4,354,232					3,888,988
Prepaid expenses	675,233				719,063					72,226
Total current assets	30,325,432				22,287,871					21,018,373
Other assets	306,640				200,600					101,746
Goodwill	150,000				150,000
Total assets	31,261,239				22,638,471					21,120,119
Current liabilities:
Accounts payable	17,694,967				11,953,239					7,732,372
Accrued expenses and other current liabilities	4,231,336				6,038,584					3,087,119
Current portion of long-term debt					2,000,000
Amounts due to affiliates	34,013,311				19,883,097					16,897,690
Total current liabilities	56,159,660				39,874,920					27,717,181
Other non-current liabilities	896,082				551,228
Total liabilities	$ 57,055,742				$ 40,426,148					$ 27,717,181

Variable Interest Entities (Details) - USD ($)	2 Months Ended	3 Months Ended							6 Months Ended		9 Months Ended			12 Months Ended
Variable Interest Entities (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2018	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019
Variable Interest Entities
Net Income	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)		$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)		$ (8,339,904)
TOI Parent Inc.
Variable Interest Entities
Net Income		$ (2,980,123)	$ 3,204,025	$ (994,650)	$ (675,948)	$ 1,018,188	$ (9,845,729)	$ (1,993,628)			(770,748)	(9,503,489)	$ 5,941,602	(14,321,235)	$ (4,021,395)
TOI Parent Inc. \| Variable interest entity
Variable Interest Entities
Net Income								(1,993,628)			770,748	0		14,321,235	(4,021,395)
Net loss attributable to noncontrolling interest								$ 0			$ 9,503,489	$ 0		$ 0	$ 0

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

Goodwill and Intangible Assets (Details) - TOI Parent Inc. - USD ($)		9 Months Ended	12 Months Ended
	May 01, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Intangible assets, net
Gross carrying amount		$ 25,734,000	$ 25,234,000	$ 25,234,000
Accumulated amortization		(7,577,333)	(5,718,431)	(3,231,354)
Net carrying amount		$ 18,156,667	$ 19,515,569	$ 22,002,646
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 19,400,000	$ 18,900,000	$ 18,900,000
Accumulated amortization		(5,680,572)	(4,283,045)	(2,420,250)
Net carrying amount		$ 13,719,428	$ 14,616,955	$ 16,479,750
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 4,170,000	$ 4,170,000	$ 4,170,000
Accumulated amortization		(1,248,736)	(944,989)	(533,992)
Net carrying amount		$ 2,921,264	$ 3,225,011	$ 3,636,008
Clinical contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		10 years	10 years	10 years
Intangible assets, net
Gross carrying amount		$ 2,164,000	$ 2,164,000	$ 2,164,000
Accumulated amortization		(648,025)	(490,397)	(277,112)
Net carrying amount		$ 1,515,975	$ 1,673,603	$ 1,886,888

Goodwill and Intangible Assets - Aggregate Amortization expense (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2021	$ 625,189	$ 2,450,757
2022	2,500,757	2,450,757
2023	2,500,757	2,450,757
2024	2,500,757	2,450,757
2025	2,500,757	2,450,757
Thereafter	7,528,450	7,261,784
Total	$ 18,156,667	$ 19,515,569	$ 22,002,646

Goodwill and Intangible Assets - Aggregate amortization expense - Additional Information (Details) - 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	Dec. 31, 2019	Dec. 31, 2018
TOI Parent Inc.
Finite-Lived Intangible Assets [Line Items]
Total segment amortization	$ 625,189	$ 612,689	$ 1,858,902	$ 1,874,390	$ 2,487,078	$ 2,523,400	$ 707,954

Goodwill and Intangible Assets - Goodwill (Details) - TOI Parent Inc. - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Goodwill	$ 15,680,160	$ 14,226,674	$ 14,076,674	$ 14,076,674
Patient services
Goodwill [Line Items]
Goodwill	10,497,489	9,044,003	8,894,003
Dispensary
Goodwill [Line Items]
Goodwill	4,551,002	4,551,002	4,551,002
Clinical trials & other
Goodwill [Line Items]
Goodwill	$ 631,669	$ 631,669	$ 631,669

Goodwill and Intangible Assets - Changes in the carrying amount of goodwill (Details) - TOI Parent Inc. - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance at the beginning
Gross goodwill		$ 14,226,674	$ 14,076,674	$ 14,076,674
Goodwill acquired during the period		1,453,486	150,000	14,076,674
Goodwill impairment charge	$ 0		0	0
Goodwill, net as of December 31	$ 14,076,674	$ 15,680,160	$ 14,226,674	$ 14,076,674

Goodwill and Intangible Assets - Additional Information (Details) - Manuel Zevallos, MD [Member] - TOI Parent Inc. - USD ($)		12 Months Ended
	May 01, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill acquired during the period in cash	$ 500,000	$ 100,000
Goodwill acquired during the period in deferred cash consideration	$ 500,000	$ 50,000

Net Loss Per Share (Details)	2 Months Ended	3 Months Ended							6 Months Ended		9 Months Ended			12 Months Ended
Net Loss Per Share (Details)	Dec. 31, 2019 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($) $ / shares	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2018 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2020 USD ($) $ / shares	Sep. 19, 2018 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Nov. 30, 2020	Nov. 06, 2020
Net Loss Per Share
Net Income	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)		$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)		$ (8,339,904)
TOI Parent Inc.
Net Loss Per Share
Net Income		$ (2,980,123)	$ 3,204,025	$ (994,650)	$ (675,948)	$ 1,018,188	$ (9,845,729)	$ (1,993,628)			$ (770,748)	$ (9,503,489)	$ 5,941,602	$ (14,321,235)	$ (4,021,395)
Basic and diluted net loss per share attributable to TOI Parent, Inc. \| shares								10,000						23,786	10,000
Earnings Basic and diluted \| $ / shares		$ (26.03)			$ (67.59)			$ (199.36)			$ (6.73)	$ (950.35)		$ (602.09)	$ (402.14)
Conversion ratio																0.1	0.10

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

Net Loss Per Share - Computation of diluted net loss per share (Details) - shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
TOI Parent Inc. \| Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive	23,138	10,832	23,138	10,832	14,860	9,965	2,560

Segment Information (Details) - TOI Parent Inc. - segment	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Segment Reporting Information
Number of operating segments	3	3
Number of reportable segments	3	3

Segment Information - Summarized financial information for the Company's segments (Details) - USD ($)	2 Months Ended	3 Months Ended			9 Months Ended				12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2018	Sep. 19, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information
Total consolidated operating (loss) income	$ (2,300)	$ (1,575,832)	$ (198,480)		$ (4,448,949)	$ (480,812)			$ (683,869)
TOI Parent Inc.
Segment Reporting Information
Consolidated revenue		52,274,958	47,249,444	$ 37,359,389	150,698,534	138,548,981	$ 75,800,725	$ 75,800,725	187,514,661	$ 155,405,184
Total segment depreciation expense				56,508	562,676	513,830		338,196	690,499	418,461
Total segment amortization		625,189	612,689		1,858,902	1,874,390			2,487,078	2,523,400	$ 707,954
Selling, general and administrative expense		12,729,425	9,492,069	8,833,475	35,119,854	26,861,651		11,555,910	41,897,302	29,643,511
Non-segment depreciation and amortization		850,199	792,475	764,462	2,421,577	2,388,219		338,196	3,177,577	2,941,861
Total consolidated operating (loss) income		(2,157,019)	(711,228)	(1,169,896)	(5,026,599)	(3,214,459)		$ 5,959,440	(8,195,903)	(2,644,752)
TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue		52,274,958	47,249,444	37,359,389	150,698,534	138,548,981	75,800,725		187,514,661	155,405,184
Total segment direct costs		40,852,353	37,676,128	28,931,348	118,183,702	112,513,570	57,947,179		150,635,685	125,464,564
Total segment depreciation expense		212,875	171,774	47,076	534,460	480,332	281,741		946,996	351,876
Total segment amortization		625,189	612,689	590,962	1,858,902	1,874,390			2,076,081	2,106,400
Total segment operating income		10,584,541	8,788,853	7,790,003	30,121,470	23,680,689	17,571,805		33,855,899	27,482,344
Selling, general and administrative expense		12,729,425	9,492,069	8,833,475	35,119,854	26,861,651	11,555,910		41,897,302	29,643,511
Total consolidated operating (loss) income				(1,169,896)			5,959,440		(8,195,903)	(2,644,752)
TOI Parent Inc. \| Non-segment
Segment Reporting Information
Non-segment depreciation and amortization		$ 12,135	$ 8,012	126,424	$ 28,215	$ 33,497	56,455		154,500	483,585
Patient services \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue				21,284,785			48,527,028		116,816,797	97,624,881
Total segment direct costs				16,650,583			34,454,497		95,746,831	81,053,345
Total segment depreciation expense				47,013			281,367		940,130	349,875
Total segment amortization				530,250					1,862,796	1,890,000
Total segment operating income				4,056,939			13,791,164		18,267,040	14,331,661
Dispensary \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue				13,201,609			26,757,955		63,889,875	49,953,992
Total segment direct costs				12,015,032			23,492,682		53,906,958	43,455,898
Total segment depreciation expense									366
Total segment operating income				1,186,577			3,265,273		9,982,551	6,498,094
Clinical trials & other \| TOI Parent Inc. \| Operating segments
Segment Reporting Information
Consolidated revenue				2,872,995			515,742		6,807,989	7,826,311
Total segment direct costs				265,733					981,896	955,321
Total segment depreciation expense				63			374		6,500	2,001
Total segment amortization				60,712					213,285	216,400
Total segment operating income				$ 2,546,487			$ 515,368		$ 5,606,308	$ 6,652,589

Segment Information - Assets (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2019
Segment Reporting Information
Total assets	$ 230,299,733	$ 230,754,006	$ 231,036,262	$ 231,323,610	$ 231,395,659	$ 231,466,990	$ 231,843,054	$ 231,769,236	$ 50,000
TOI Parent Inc.
Segment Reporting Information
Total assets	90,827,327			65,688,568					59,520,738
TOI Parent Inc. \| Operating segments
Segment Reporting Information
Total assets				65,688,568					59,520,738
TOI Parent Inc. \| Non-segment
Segment Reporting Information
Total assets	$ 27,747,655			19,436,737					16,172,166
TOI Parent Inc. \| Patient services \| Operating segments
Segment Reporting Information
Total assets				36,445,920					36,340,228
TOI Parent Inc. \| Dispensary \| Operating segments
Segment Reporting Information
Total assets				4,318,946					2,544,778
TOI Parent Inc. \| Clinical trials & other \| Operating segments
Segment Reporting Information
Total assets				$ 5,486,965					$ 4,463,566

Related Party Transactions (Details) - TOI Parent Inc. - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Total related party payments	$ 65,880	$ 122,587	$ 91,456	$ 468,092	$ 532,943	$ 641,122	$ 1,070,987
Revenue from related party			$ 600,170				$ 1,068,697

Subsequent Events - Capital Raise (Details) - TOI Parent Inc.		3 Months Ended
	Sep. 10, 2018 shares	Mar. 31, 2021 USD ($) item shares
Series A Preferred Shares
Subsequent Events
Preferred shares, issued during the period	10,000	1,451
Subsequent events
Subsequent Events
Number of accredited investors \| item		3
Preferred shares, issued during the period		1,451
Consideration for issuance of shares \| $		$ 20,000,000

Subsequent Events - Pinellas Cancer Center Acquisition (Details) - TOI Parent Inc. - Subsequent events - Pinellas Cancer Center	Feb. 12, 2021 USD ($) installment
Subsequent Events
Consideration for asset purchase \| $	$ 1,710,000
Number of installments in annual anniversary \| installment	2

Subsequent Events - Oncology Association Acquisition (Details) - TOI Parent Inc. - Subsequent events - Oncology Association	Apr. 30, 2021 USD ($) installment
Subsequent Events
Consideration for asset purchase	$ 500,000
Consideration paid in cash at closing	$ 200,000
Number of cash installments in annual anniversary \| installment	3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)

Sep. 30, 2021

Dec. 31, 2020

Current assets:

Cash and investments held in Trust Account

$ 204,865

$ 916,987

Prepaid expenses

82,245

152,474

Total current assets

287,110

1,069,461

230,012,623

230,254,149

Deferred offering costs associated with initial public offering

Accrued expenses - related parties

230,299,733

231,323,610

Current liabilities:

Accounts payable

961,084

Accrued expenses

2,625,925

50,000

17,500

Franchise tax payable

29,639

200,050

Total current liabilities

3,634,148

267,550

Deferred underwriting commissions

6,300,000

Derivative warrant liabilities

15,268,170

18,791,170

25,202,318

25,358,720

6% cumulative preferred shares, $0.001 par value. Authorized 20,000 shares; 11,451 shares issued and outstanding at June 30, 2021 and 10,000 issued and outstanding at December 31, 2020

230,000,000

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

(24,903,160)

(24,035,685)

Total liabilities, cumulative preferred shares and stockholders' deficit

(24,902,585)

(24,035,110)

230,299,733

231,323,610

6% cumulative preferred shares, $0.001 par value. Authorized 20,000 shares; 11,451 shares issued and outstanding at June 30, 2021 and 10,000 issued and outstanding at December 31, 2020

230,000,000

$ 575

^[1]

[1]

As of December 31, 2019, this number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 13, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020	Mar. 13, 2020	Feb. 19, 2020	Dec. 31, 2019	Nov. 30, 2019
Preferred stock, par value	$ 0.0001	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000			1,000,000
Preferred stock, shares issued	0	0			0	0
Preferred stock, shares outstanding	0	0			0	0
Common stock, shares issued	23,000,000	23,000,000
Common shares, outstanding	23,000,000	23,000,000
Class A common stock
Preferred shares, par value per share	$ 0.0001	$ 0.0001			$ 0.0001
Temporary equity, shares subject to possible redemption	23,000,000	23,000,000			0
Temporary equity, redemption price per share	$ 10.00	$ 10.00			$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000			100,000,000
Common stock, shares issued		0			0
Common shares, outstanding		0			0
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000			10,000,000
Common stock, shares issued	5,750,000	5,750,000			5,750,000
Common shares, outstanding	5,750,000	5,750,000			5,750,000
Maximum common stock shares subject to forfeiture				5,750,000	750,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
General and administrative expenses	$ 1,500	$ 1,472,921			$ 95,980					$ 4,141,810	$ 208,562	$ 309,169
General and administrative expenses - related party	0	52,500			52,500					157,500	122,500	175,000
Franchise tax expense	800	50,411			50,000					149,639	149,750	199,700
(Loss) income from operations	(2,300)	(1,575,832)			(198,480)					(4,448,949)	(480,812)	(683,869)
Other non-operating (income) expense
Interest income from investments in Trust Account	0	5,798			73,393					58,474	194,901	254,149
Change in fair value of derivative warrant liabilities	0	1,138,000			(2,279,000)					3,523,000	(5,198,670)	(7,583,670)
Financing cost - derivative warrant liabilities											(315,080)
Loss before income tax fvexpense	(2,300)	(432,034)			(2,404,087)					(867,475)	(5,799,661)	(8,328,470)
Income tax expense	0				(12,573)						(12,573)	(11,434)
Net income (loss)	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	(8,339,904)
Class A common stock
Other non-operating (income) expense
Net income (loss)												$ (6,399,368)
Basic and diluted net loss per share attributable to TOI Parent, Inc.	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Basic weighted average shares outstanding		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
Earnings Basic and diluted	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock
Other non-operating (income) expense
Net income (loss)												$ (1,940,536)	$ (2,300)
Basic and diluted net loss per share attributable to TOI Parent, Inc.	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Basic weighted average shares outstanding		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
Earnings Basic and diluted	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Shares Class A common stock	Common Shares Class B common stock	Additional paid in capital	Accumulated Deficit	Class A common stock	Class B common stock	Total
Changes in Stockholders' Equity
Net Income						$ (2,300)
Balance at ending at Dec. 31, 2019		$ 575	$ 24,425	$ (2,300)			$ 22,700
Ending balance (in shares) at Dec. 31, 2019		5,750,000
Balance at beginning at Oct. 31, 2019	$ 0	$ 0	0	0			0
Changes in Stockholders' Equity
Net Income				(2,300)			(2,300)
Balance at ending at Dec. 31, 2019		$ 575	24,425	(2,300)			22,700
Ending balance (in shares) at Dec. 31, 2019		5,750,000
Changes in Stockholders' Equity
Maximum common stock shares subject to forfeiture						750,000
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				(776,839)			(776,839)
Balance at ending at Mar. 31, 2020		$ 575		(16,472,620)			(16,472,045)
Ending balance (in shares) at Mar. 31, 2020		5,750,000
Balance at beginning 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							(3,395,574)
Balance at ending at Jun. 30, 2020		$ 575		(19,091,355)			(19,090,780)
Ending balance (in shares) at Jun. 30, 2020		5,750,000
Balance at beginning 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							(5,812,234)
Balance at ending at Sep. 30, 2020		$ 575		(21,508,015)			(21,507,440)
Ending balance (in shares) at Sep. 30, 2020		5,750,000
Balance at beginning 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					$ (6,399,368)	$ (1,940,536)	(8,339,904)
Balance at ending at Dec. 31, 2020		$ 575		(24,035,685)			(24,035,110)
Ending balance (in shares) at Dec. 31, 2020		5,750,000
Balance at beginning 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				(2,618,735)			(2,618,735)
Balance at ending 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				(2,416,660)			(2,416,660)
Balance at ending at Sep. 30, 2020		$ 575		(21,508,015)			(21,507,440)
Ending balance (in shares) at Sep. 30, 2020		5,750,000
Balance at beginning 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				5,685,300			5,685,300
Balance at ending at Mar. 31, 2021		$ 575		(18,350,385)			(18,349,810)
Ending balance (in shares) at Mar. 31, 2021		5,750,000
Balance at beginning 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							(435,441)
Balance at ending at Jun. 30, 2021		$ 575		(24,471,126)			(24,470,551)
Ending balance (in shares) at Jun. 30, 2021		5,750,000
Balance at beginning 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							(867,475)
Balance at ending at Sep. 30, 2021		$ 575		(24,903,160)			(24,902,585)
Ending balance (in shares) at Sep. 30, 2021		5,750,000
Balance at beginning 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				(6,120,741)			(6,120,741)
Balance at ending 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				(432,034)			(432,034)
Balance at ending at Sep. 30, 2021		$ 575		$ (24,903,160)			$ (24,902,585)
Ending balance (in shares) at Sep. 30, 2021		5,750,000

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

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.

Organization, Business Operations

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ (867,475)	$ (5,812,234)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Interest earned on investments held in Trust Account	(58,474)	(194,901)
Financing cost - derivative warrant liabilities		315,080
Change in fair value of derivative warrant liabilities	(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) operating 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 at beginning of period	916,987	25,000
Cash at end of period	$ 204,865	998,571
Supplemental disclosure of cash flow information Cash paid for:
Deferred underwriting commissions in connection with the initial public offering		$ 6,300,000

Organization, Business Operations

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Description of the Business

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.

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.

Note 1 — Organization, Business Operations and Basis of Presentation

Incorporation

DFP Healthcare Acquisitions Corp., predecessor to The Oncology Institute, Inc. (the “Company”) 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 that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 1, 2019 (inception) through December 31, 2020 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.

Financing

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

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.

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 FASB, 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).

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Emerging Growth Company

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 financial statements with 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.

Basis of Presentation and Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation and Significant Accounting Policies

2. 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

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

Use of Estimates

Cash and Cash Equivalents

Investments Held in the Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Derivative Warrant Liabilities

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

The Class A common stock subject to possible redemption reflected on the 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

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Income Taxes

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

Note 4 —Initial Public Offering

Public Units

Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

Note 5 — Related Party Transactions

Founder Shares

Private Placement Warrants

Sponsor Loan

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 $100,000 and $0, in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statements of operations. As of December 31, 2020, and 2019, the Company had $10,000 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 $75,000 and $0 in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statement of operations. As of December 31, 2020, and 2019, the Company had $7,500 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 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

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

5. Commitments and Contingencies.

Registration Rights

Underwriting Agreement

Risks and uncertainties

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Derivative Warrant Liabilities.

Class A Common Stock Subject to Possible Redemption

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.

Note 7 — Derivative Warrant Liabilities

As of December 31, 2020, the Company had 5,750,000 Public Warrants and 3,733,334 Private 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, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, 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 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

●

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;

●

Class A Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

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

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Stockholder's Equity (Deficit)

8. Stockholder’s Equity (Deficit).

Note 8 — Stockholders’ Equity

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

9. Fair Value Measurements.

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.

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

Note 9 — Fair Value Measurements


	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

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 been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in June 2020.

There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2019.

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


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2020 is summarized as follows:


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

Note 12 — Subsequent Events

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

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

Concentration of Credit Risk

Investments Held in Trust Account

Investments Held in the Trust Account

Cash and Cash Equivalents

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

●

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).

Offering Costs Associated with the Initial Public Offering

Offering Costs

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

The Class A common stock subject to possible redemption reflected on the 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

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)

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of Presentation and Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of impact of the restatement on the balance sheet

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)

The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the 2020 Affected Periods is presented below:


	As Previously
	Restated on 10-K/A
As of March 13, 2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,769,236	$	—	$	231,769,236
Total liabilities	$	17,812,302	$	—	$	17,812,302
Class A common stock subject to possible redemption		208,956,930		21,043,070		230,000,000
Preferred stock		—		—		—
Class A common stock		210		(210)		—
Class B common stock		575		—		575
Additional paid-in capital		5,356,051		(5,356,051)		—
Accumulated deficit		(356,832)		(15,686,809)		(16,043,641)
Total stockholders’ equity (deficit)	$	5,000,004	$	(21,043,070)	$	(16,043,066)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,769,236	$	—	$	231,769,236
Shares of Class A common stock subject to possible redemption		20,895,693		2,104,307		23,000,000
Shares of Class A common stock		2,104,307		(2,104,307)		—


	As Previously
	Restated on 10-K/A
As of December 31,2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,323,610	$	—	$	231,323,610
Total liabilities	$	25,358,720	$	—	$	25,358,720
Class A common stock subject to possible redemption		200,964,880		29,035,120		230,000,000
Preferred stock		—		—		—
Class A common stock		290		(290)		—
Class B common stock		575		—		575
Additional paid-in capital		13,341,349		(13,341,349)		—
Accumulated deficit		(8,342,204)		(15,693,481)		(24,035,685)
Total stockholders’ equity (deficit)	$	5,000,010	$	(29,035,120)	$	(24,035,110)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,323,610	$	—	$	231,323,610
Shares of Class A common stock subject to possible redemption		20,096,488		2,903,512		23,000,000
Shares of Class A common stock		2,903,512		(2,903,512)		—

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

The impact of the restatement to the previously reported as restated statement of cash flows for the year ended December 31, 2020 is presented below:


	For the Year Ended December 31, 2020
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(7,992,050)	$	7,992,050	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share for the year ended December 31, 2020 is presented below:


	Earnings (Loss) Per Share
	As Previously
For the year ended December 31, 2020	Restated		Adjustment		Restated
Net loss	$	(8,339,904)	$	—	$	(8,339,904)
Weighted average shares outstanding - Class A common stock		23,000,000		(4,524,590)		18,475,410
Basic and diluted loss per share - Class A common stock	$	—	$	(0.35)	$	(0.35)
Weighted average shares outstanding - Class B common stock		5,602,459		—		5,602,459
Basic and diluted loss per share - Class B common stock	$	(1.49)	$	1.14	$	(0.35)

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)

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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

The Class A common stock subject to possible redemption reflected on the 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

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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


	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	%


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		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


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Organization, Business Operations - Financing (Details) - USD ($)			2 Months Ended	9 Months Ended	12 Months Ended
	Mar. 13, 2020	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 10.00		$ 10.00	$ 10.00
Offering costs			$ 0
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				23,000,000
Share price	$ 10.00	$ 10.00
Proceeds from issuance of shares	$ 230,000,000.0				$ 230,000,000.0
Offering costs	10,400,000
Deferred underwriting commissions	$ 6,300,000	$ 6,300,000
Number of warrants to purchase shares issued (in shares)					5,750,000
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	3,733,334
Price of warrants		$ 1.50			$ 1.50
Proceeds from issuance of warrants		$ 5,600,000		$ 5,600,000	$ 5,600,000
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	12 Months Ended
	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
Description of the Business
Principal deposited in Trust Account	$ 230,000,000.0	$ 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%	100.00%
Redemption of common stock included in the units sold in public offering (as a percent)		100.00%	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination		24 months	24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)		2 days	2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)		2 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	$ 5,000,001
Share price	$ 10.00	$ 10.00	$ 10.00
Threshold business days for redemption of shares of trust account		10 days	10 days
Maximum net interest to pay dissolution expenses		$ 500,000	$ 500,000
Minimum net interest to pay dissolution expenses		$ 100,000	$ 100,000

Organization, Business Operations - Liquidity (Details) - USD ($)	2 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Description of the Business
Operating bank account		$ 200,000		$ 200,000
Working capital deficit		3,300,000		3,300,000
Interest income from investments in Trust Account	$ 0	5,798	$ 73,393	58,474	$ 194,901	$ 254,149
Maximum net interest to pay dissolution expenses				500,000		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

Mar. 13, 2020

Dec. 31, 2019

Oct. 31, 2019

$ 230,299,733

$ 230,754,006

$ 231,036,262

$ 231,323,610

$ 231,395,659

$ 231,466,990

$ 231,843,054

$ 231,769,236

$ 50,000

Class A common stock subject to possible redemption

25,202,318

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

27,300

230,000,000

Preferred stock

24,425

(24,903,160)

(24,471,126)

(18,350,385)

(24,035,685)

(21,508,015)

(19,091,355)

(16,472,620)

(16,043,641)

(2,300)

Total liabilities, cumulative preferred shares and stockholders' deficit

(24,902,585)

(24,470,551)

(18,349,810)

(24,035,110)

(21,507,440)

(19,090,780)

(16,472,045)

(16,043,066)

22,700

$ 0

$ 230,299,733

230,754,006

231,036,262

$ 231,323,610

$ 231,395,659

$ 231,466,990

$ 231,769,236

$ 50,000

23,000,000

Class A common stock subject to possible redemption

$ 230,000,000

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 0

$ 231,843,054

Common stock, shares subject to possible redemption

23,000,000

Class A common stock subject to possible redemption

Common stock, shares subject to possible redemption

23,000,000

$ 575

^[1]

$ 575

^[1]

5,750,000

As Previously Restated

230,754,006

231,036,262

$ 231,323,610

231,395,659

231,466,990

231,843,054

231,769,236

Class A common stock subject to possible redemption

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

200,964,880

203,492,550

205,909,210

208,527,950

208,956,930

13,776,784

7,656,106

13,341,349

10,813,704

8,397,068

5,778,354

5,356,051

(8,777,645)

(2,656,904)

(8,342,204)

(5,814,534)

(3,397,874)

(779,139)

(356,832)

Total liabilities, cumulative preferred shares and stockholders' deficit

5,000,009

5,000,010

5,000,005

5,000,004

230,754,006

231,036,262

231,323,610

231,395,659

231,466,990

231,769,236

As Previously Restated | Class A common stock

Class A common stock subject to possible redemption

200,529,440

206,650,180

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 295

$ 233

$ 290

$ 265

$ 241

215

$ 210

$ 231,843,054

Common stock, shares subject to possible redemption

20,052,944

20,665,018

20,096,488

20,895,693

As Previously Restated | Class A common stock subject to possible redemption

2,947,056

2,334,982

2,903,512

2,650,745

2,409,079

2,147,205

2,104,307

Common stock, shares subject to possible redemption

20,349,255

20,590,921

20,852,795

As Previously Restated | Class B common stock

$ 575

Restatement Adjustment

Class A common stock subject to possible redemption

29,035,120

26,507,450

24,090,790

21,472,050

21,043,070

(13,776,784)

(7,656,106)

(13,341,349)

(10,813,704)

(8,397,068)

(5,778,354)

(5,356,051)

(15,693,481)

(15,686,809)

Restatement Adjustment | Class A common stock

(29,470,560)

(23,349,820)

(29,035,120)

(26,507,450)

(24,090,790)

(21,472,050)

(21,043,070)

Class A common stock subject to possible redemption

29,470,560

23,349,820

Total liabilities, cumulative preferred shares and stockholders' deficit

$ (295)

$ (233)

$ (290)

$ (265)

$ (241)

(215)

$ (210)

$ 0

Common stock, shares subject to possible redemption

2,947,056

2,334,982

2,903,512

2,104,307

Restatement Adjustment | Class A common stock subject to possible redemption

(2,947,056)

(2,334,982)

(2,903,512)

(2,650,745)

(2,409,079)

(2,147,205)

(2,104,307)

Common stock, shares subject to possible redemption

2,650,745

2,409,079

2,147,205

Adjustment

Adjustment | Restatement of redeemable common stock as temporary equity

$ 24,035,110

$ 22,700

Minimum net tangible assets upon redemption of common stock subject to possible redemption

$ 5,000,001

[1]

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 Cash Flow Information [Abstract]
Change in value of Class A common stock subject to possible redemption	$ 5,685,300	$ (435,440)
Restatement Adjustment
Supplemental Cash Flow Information [Abstract]
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 ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Income	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	$ (8,339,904)
As Previously Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Income			$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)		$ (5,812,234)	(8,339,904)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Income												(8,339,904)
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Income												$ (6,399,368)
Basic and diluted weighted average common shares outstanding	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Earnings Basic and diluted	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class A common stock \| As Previously Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average common shares outstanding			23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000		23,000,000	23,000,000
Class A common stock \| Restatement Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average common shares outstanding							(18,197,802)		(9,098,901)		(6,043,796)	(4,524,590)
Earnings Basic and diluted			$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)		$ (0.26)	$ (0.35)
Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Income												$ (1,940,536)	$ (2,300)
Basic and diluted weighted average common shares outstanding	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Earnings Basic and diluted	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock \| As Previously Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average common shares outstanding			5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459
Earnings Basic and diluted			$ (1.06)	$ 0.99	$ (0.42)	$ (0.46)	$ (0.15)	$ (0.08)	$ (0.62)		$ (1.05)	$ (1.49)
Class B common stock \| Restatement Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Earnings Basic and diluted			$ 0.85	$ (0.79)	$ 0.34	$ 0.37	$ 0.07	$ 0.06	$ 0.44		$ 0.79	$ 1.14

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

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	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash, FDIC Insured Amount	$ 250,000
Cash equivalents held in the Trust Account	$ 0	$ 0
Cash equivalents		$ 0	$ 0
Shares subject to possible redemption	23,000,000	23,000,000

Basis of Presentation and Significant Accounting Policies - Derivative Warrant Liabilities (Details) - shares	Sep. 30, 2021	Dec. 31, 2020
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	3,733,334

Basis of Presentation and Significant Accounting Policies - Net Loss Per Share of Common Stock (Details) - 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
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		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	23,000,000	23,000,000	23,000,000	16,956,204
Diluted	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	5,750,000	5,750,000	5,750,000	5,552,920
Diluted	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) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Deferred tax asset		$ 101,676	$ 483
Unrecognized tax benefits	$ 0	0	0
Amounts accrued for the payment of interest and penalties	$ 0	$ 0	$ 0

Initial Public Offering - (Details) - USD ($)		2 Months Ended	9 Months Ended	12 Months Ended
Initial Public Offering - (Details) - USD ($)	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price per unit	$ 10.00			$ 10.00	$ 10.00
Offering costs		$ 0
Deferred underwriting commissions in connection with the initial public offering		$ 0	$ 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	$ 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			23,000,000
Price per unit	$ 10.00
Proceeds from issuance of shares	$ 230,000,000.0			$ 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

2 Months Ended

9 Months Ended

12 Months Ended

Feb. 19, 2020

Dec. 30, 2019

Feb. 19, 2019

Jan. 31, 2020

Dec. 31, 2019

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

Total number of shares after stock split (in shares)

^[1],[2]

$ 25,000

5,750,000

Number of shares subject to forfeiture (in shares)

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

Number of shares issued (in shares)

4,312,500

Capital contribution (in dollars per share)

$ 25,000

$ 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

Sponsor | Christopher Wolfe

100,000

Sponsor | Richard Barasch

100,000

Sponsor | Dr. Jennifer Carter

100,000

Sponsor | Dr. Mohit Kaushal

30,000

Sponsor | Dr. Gregory Sorensen

30,000

30,000

[1]	The share amounts have been retroactively restated to reflect the split of Class B common stock on February 19, 2020, resulting in 5,750,000 shares outstanding (see Note 4).
[2]	This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended	12 Months Ended
	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
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	3,733,334
Price of warrants (in dollars per share)		$ 1.50	$ 1.50
Proceeds from issuance of warrants	$ 5.6	$ 5.6	$ 5.6
Private Placement \| Class A common stock
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1	1
Exercise price of warrants (in dollars per share)		$ 11.50	$ 11.50

Related Party Transactions - Other Transactions (Details) - USD ($)		2 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Proceeds received from note payable to related party		$ 0
Accrued expenses - related parties			$ 17,500		$ 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		200,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month							10,000		10,000
Total expenses incurred		0		$ 30,000	100,000		90,000
Accrued expenses - related parties		0	10,000		10,000	$ 10,000	10,000	$ 10,000	10,000
Wolfe Strategic Services Agreement
Related Party Transaction [Line Items]
Expenses per month							7,500		7,500
Total expenses incurred		0	22,500			$ 22,500	67,500	$ 52,500	75,000
Accrued expenses - related parties		$ 0	$ 7,500		$ 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		$ 1.50		$ 1.50
Working Capital Loans \| Maximum
Related Party Transaction [Line Items]
Loans convertible into warrants			$ 1,100,000		$ 1,100,000		$ 1,100,000		$ 1,100,000

Commitments and Contingencies - (Details) - USD ($)		9 Months Ended	12 Months Ended
Commitments and Contingencies - (Details) - USD ($)	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Underwriting discount (as a percent)		2.00%	2.00%
Underwriting discount paid		$ 3,600,000	$ 3,600,000
Deferred Underwriting Fees, Percentage		3.50%	3.50%
Deferred underwriting fees		$ 6,300,000	$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Overallotment option period	45 days		45 days
Additional units issued	3,000,000

Derivative Warrant Liabilities - (Details)	9 Months Ended	12 Months Ended
Derivative Warrant Liabilities - (Details)	Sep. 30, 2021 D $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the public offering		12 months
Public Warrants expiration term		5 years
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold maximum period for filing registration statement after business combination		15 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption of warrants commencing ninety days after the warrants become exercisable
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Redemption period after the public warrants become exercisable	90 days	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
Minimum threshold written notice period for redemption of public warrants	30 days
Private Placement Warrants
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
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	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold consecutive trading days for redemption of public warrants	30 days	30 days
Number of trading days on which fair market value of shares is reported	10	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	$ 10.00

Class A Common Stock Subject to Possible Redemption - (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
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
6% cumulative preferred shares, $0.001 par value. Authorized 20,000 shares; 11,451 shares issued and outstanding at June 30, 2021 and 10,000 issued and outstanding at December 31, 2020	$ 230,000,000	$ 230,000,000			$ 230,000,000	$ 230,000,000	$ 230,000,000	$ 230,000,000
Class A common stock
Temporary Equity [Line Items]
Common stock, shares authorized	100,000,000	100,000,000							100,000,000
Common stock, par value	$ 0.0001	$ 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	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
6% cumulative preferred shares, $0.001 par value. Authorized 20,000 shares; 11,451 shares issued and outstanding at June 30, 2021 and 10,000 issued and outstanding at December 31, 2020	$ 230,000,000		$ 230,000,000	$ 230,000,000
Class A common stock subject to possible redemption
Temporary Equity [Line Items]
Common stock, shares subject to possible redemption					23,000,000	23,000,000	23,000,000

Stockholder's Equity (Deficit) - Common Stock (Details)	9 Months Ended
Stockholder's Equity (Deficit) - Common Stock (Details)	Sep. 30, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares
Common and Preferred Shares
Common stock, shares issued	23,000,000	23,000,000
Common shares, outstanding including shares subject to possible redemption			0
Common stock, shares outstanding	23,000,000	23,000,000
Stockholders' Equity Note, Stock Split, Conversion Ratio	1

Stockholder's Equity (Deficit) - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 30, 2019
Common and Preferred Shares
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0	0
Preferred shares, shares outstanding	0	0	0	0

Fair Value Measurements - (Details) - USD ($)	2 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Fair Value Measurements - (Details) - USD ($)	Dec. 31, 2019	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	$ 0	1,138,000	$ (2,279,000)	3,523,000	$ (5,198,670)	(7,583,670)
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
Fair Value, Net Asset (Liability)	$ 0
Measured on a recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers						0
Fair value assets level 2 to level 1 transfers						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 \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
Measured on a recurring basis \| Level 2 \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
Measured on a recurring basis \| Level 2 \| Cash equivalents - money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3) \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3) \| Cash equivalents - money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account						0
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
Annualized volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	22.8	24.0
Time to liquidity (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	5.13	5.75
Risk-free rate (continuously compounding)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	1.00	0.47
Annual dividend rate for common stock
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) - Significant Other Unobservable Inputs (Level 3) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities at Beginning			$ 7,578,670	$ 0
Change in fair value of derivative warrant liabilities				3,328,670
Derivative warrant liabilities at ending				7,578,670
Measured on a recurring basis
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	$ 7,578,670

BALANCE SHEETS - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Mar. 13, 2020

Dec. 31, 2019

Oct. 31, 2019

Current assets:

Cash and investments held in Trust Account

$ 204,865

$ 916,987

$ 25,000

Prepaid expenses

82,245

152,474

Total current assets

287,110

1,069,461

25,000

230,012,623

230,254,149

Deferred offering costs associated with initial public offering

25,000

Accrued expenses - related parties

230,299,733

$ 230,754,006

$ 231,036,262

231,323,610

$ 231,395,659

$ 231,466,990

$ 231,843,054

$ 231,769,236

50,000

Current liabilities:

Accrued expenses

2,625,925

50,000

26,500

17,500

Franchise tax payable

29,639

200,050

800

Total current liabilities

3,634,148

267,550

27,300

Deferred underwriting commissions

6,300,000

Derivative warrant liabilities

18,791,170

Class A common stock subject to possible redemption

25,202,318

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

27,300

230,000,000

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

24,425

(24,903,160)

(24,471,126)

(18,350,385)

(24,035,685)

(21,508,015)

(19,091,355)

(16,472,620)

(16,043,641)

(2,300)

Total liabilities, cumulative preferred shares and stockholders' deficit

(24,902,585)

(24,470,551)

(18,349,810)

(24,035,110)

(21,507,440)

(19,090,780)

(16,472,045)

(16,043,066)

22,700

$ 0

230,299,733

230,754,006

231,036,262

231,323,610

231,395,659

231,466,990

231,769,236

50,000

Class A common stock subject to possible redemption

Current liabilities:

230,000,000

Total liabilities, cumulative preferred shares and stockholders' deficit

231,843,054

$ 575

575

^[1]

$ 575

575

^[1]

Adjustment

$ 24,035,110

$ 22,700

[1]

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

STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
General and administrative expenses	$ 1,500	$ 1,472,921			$ 95,980					$ 4,141,810	$ 208,562	$ 309,169
General and administrative expenses - related party	0	52,500			52,500					157,500	122,500	175,000
Franchise tax expense	800	50,411			50,000					149,639	149,750	199,700
(Loss) income from operations	(2,300)	(1,575,832)			(198,480)					(4,448,949)	(480,812)	(683,869)
Interest income from investments in Trust Account	0	5,798			73,393					58,474	194,901	254,149
Change in fair value of derivative warrant liabilities	0	1,138,000			(2,279,000)					3,523,000	(5,198,670)	(7,583,670)
Offering costs associated with derivative warrant liabilities	0											(315,080)
Loss before income tax fvexpense	(2,300)	(432,034)			(2,404,087)					(867,475)	(5,799,661)	(8,328,470)
Income tax expense	0				12,573						12,573	11,434
Net income (loss)	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	(8,339,904)
Class A common stock
Net income (loss)												$ (6,399,368)
Basic and diluted weighted average common shares outstanding	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Earnings Basic and diluted	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock
Net income (loss)												$ (1,940,536)	$ (2,300)
Basic and diluted weighted average common shares outstanding	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Earnings Basic and diluted	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Adjustment
Interest income from investments in Trust Account												$ 254,149
Change in fair value of derivative warrant liabilities												(7,583,670)
Offering costs associated with derivative warrant liabilities												(315,080)
Net income (loss)												$ (8,339,904)

STATEMENTS OF CHANGE IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($)

Adjustment

Common Shares

Class B common stock

Adjustment

Additional paid in capital

Adjustment

Accumulated Deficit

Adjustment

Common Shares

Class A common stock

Common Shares

Class B common stock

Additional paid in capital

Class B common stock

Additional paid in capital

Accumulated Deficit

Class A common stock

Class B common stock

Total

Balance at ending at Dec. 31, 2019

$ (2,300)

$ 575

$ 24,425

$ (2,300)

$ 22,700

$ 575

$ 24,425

$ (2,300)

$ 22,700

Ending balance (in shares) at Dec. 31, 2019

5,750,000

Balance at beginning at Oct. 31, 2019

$ 0

Issuance of Class B common stock to Sponsor

^[1],[2]

$ 575

$ 24,425

$ 25,000

Issuance of Class B common stock to Sponsor (in shares)

^[1],[2]

5,750,000

Balance at ending at Dec. 31, 2019

(2,300)

$ 575

24,425

(2,300)

22,700

$ 575

24,425

(2,300)

22,700

Ending balance (in shares) at Dec. 31, 2019

5,750,000

Maximum common stock shares subject to forfeiture

750,000

Sale of private placement warrants to Sponsor in private placement

1,120,000

Balance at ending at Mar. 31, 2020

(776,839)

$ 575

(16,472,620)

(16,472,045)

Ending balance (in shares) at Mar. 31, 2020

5,750,000

Balance at beginning at Dec. 31, 2019

$ 575

24,425

(2,300)

22,700

$ 575

24,425

(2,300)

22,700

Beginning balance (in shares) at Dec. 31, 2019

5,750,000

Balance at ending at Jun. 30, 2020

(3,395,574)

$ 575

(19,091,355)

(19,090,780)

Ending balance (in shares) at Jun. 30, 2020

5,750,000

Balance at beginning at Dec. 31, 2019

$ 575

24,425

(2,300)

22,700

$ 575

24,425

(2,300)

22,700

Beginning balance (in shares) at Dec. 31, 2019

5,750,000

Balance at ending at Sep. 30, 2020

(5,812,234)

$ 575

(21,508,015)

(21,507,440)

Ending balance (in shares) at Sep. 30, 2020

5,750,000

Balance at beginning at Dec. 31, 2019

$ 575

24,425

(2,300)

22,700

$ 575

$ 24,425

(2,300)

22,700

Beginning balance (in shares) at Dec. 31, 2019

5,750,000

Sale of private placement warrants to Sponsor in private placement

1,120,000

Accretion Of Classa Common Stock Subject To Possible Redemption Value

$ (1,144,425)

(15,693,481)

(16,837,906)

Balance at ending at Dec. 31, 2020

(8,339,904)

$ (6,399,368)

$ (1,940,536)

(8,339,904)

$ (575)

24,035,685

24,035,110

$ 575

(24,035,685)

(24,035,110)

Ending balance (in shares) at Dec. 31, 2020

(5,750,000)

5,750,000

Balance at beginning at Mar. 31, 2020

$ 575

(16,472,620)

(16,472,045)

Beginning balance (in shares) at Mar. 31, 2020

5,750,000

Balance at ending at Jun. 30, 2020

(2,618,735)

$ 575

(19,091,355)

(19,090,780)

Ending balance (in shares) at Jun. 30, 2020

5,750,000

Balance at ending at Sep. 30, 2020

(2,416,660)

$ 575

(21,508,015)

(21,507,440)

Ending balance (in shares) at Sep. 30, 2020

5,750,000

Balance at beginning at Dec. 31, 2020

$ (575)

24,035,685

24,035,110

$ 575

(24,035,685)

(24,035,110)

Beginning balance (in shares) at Dec. 31, 2020

(5,750,000)

5,750,000

Balance at ending at Mar. 31, 2021

5,685,300

$ 575

(18,350,385)

(18,349,810)

Ending balance (in shares) at Mar. 31, 2021

5,750,000

Balance at beginning at Dec. 31, 2020

$ (575)

24,035,685

24,035,110

$ 575

(24,035,685)

(24,035,110)

Beginning balance (in shares) at Dec. 31, 2020

(5,750,000)

5,750,000

Balance at ending at Jun. 30, 2021

(435,441)

$ 575

(24,471,126)

(24,470,551)

Ending balance (in shares) at Jun. 30, 2021

5,750,000

Balance at beginning at Dec. 31, 2020

$ (575)

$ 24,035,685

$ 24,035,110

$ 575

(24,035,685)

(24,035,110)

Beginning balance (in shares) at Dec. 31, 2020

(5,750,000)

5,750,000

Balance at ending at Sep. 30, 2021

(867,475)

$ 575

(24,903,160)

(24,902,585)

Ending balance (in shares) at Sep. 30, 2021

5,750,000

Balance at beginning at Mar. 31, 2021

$ 575

(18,350,385)

(18,349,810)

Beginning balance (in shares) at Mar. 31, 2021

5,750,000

Balance at ending at Jun. 30, 2021

(6,120,741)

$ 575

(24,471,126)

(24,470,551)

Ending balance (in shares) at Jun. 30, 2021

5,750,000

Balance at ending at Sep. 30, 2021

(432,034)

$ 575

$ (24,903,160)

$ (24,902,585)

Ending balance (in shares) at Sep. 30, 2021

5,750,000

[1]	The share amounts have been retroactively restated to reflect the split of Class B common stock on February 19, 2020, resulting in 5,750,000 shares outstanding (see Note 4).
[2]	This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

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

Organization, Business Operations and Basis of Presentation

STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	9 Months Ended		12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ (2,300)	$ (867,475)	$ (5,812,234)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Interest earned on investments held in Trust Account	0	(58,474)	(194,901)	$ (254,149)
Offering costs associated with derivative warrant liabilities	0			315,080
Change in fair value of derivative warrant liabilities	0	(3,523,000)	5,198,670	7,583,670
Changes in operating assets and liabilities:
Prepaid expenses	0	70,229	(202,187)
Accrued expenses	1,500	2,575,925	26,500
Accrued expenses - related parties	0		17,500
Franchise tax payable	800	(170,411)	149,300
Net cash provided by (used in) operating activities	0	(1,012,122)	(500,943)
Cash Flows from Investing Activities
Cash deposited in Trust Account	0		(230,000,000)
Net cash (used in) investing activities	0	300,000	(230,000,000)
Cash Flows from Financing Activities:
Proceeds received from note payable to related party	0
Repayment of note payable to related party	0
Proceeds received from initial public offering, gross	0		230,000,000
Proceeds received from private placement	0		(4,125,486)
Offering costs paid	0
Net cash provided by financing activities	25,000		231,474,514
Net change in cash	25,000	(712,122)	973,571
Cash at beginning of period	0	916,987	25,000	25,000
Cash at end of period	25,000	204,865	998,571	916,987
Supplemental disclosure of cash flow information Cash paid for:
Offering costs included in accrued expenses	25,000
Deferred underwriting commissions in connection with the initial public offering	0		6,300,000
Class B common stock
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Adjustment
Cash Flows from Operating Activities:
Net (loss) income				(8,339,904)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Interest earned on investments held in Trust Account				(254,149)
Offering costs associated with derivative warrant liabilities				315,080
Change in fair value of derivative warrant liabilities				7,583,670
Changes in operating assets and liabilities:
Prepaid expenses				(152,474)
Accrued expenses				48,500
Accrued expenses - related parties				17,500
Franchise tax payable				199,250
Net cash provided by (used in) operating activities				(582,527)
Cash Flows from Investing Activities
Cash deposited in Trust Account				(230,000,000)
Net cash (used in) investing activities				(230,000,000)
Cash Flows from Financing Activities:
Proceeds received from note payable to related party				200,000
Repayment of note payable to related party				(200,000)
Proceeds received from initial public offering, gross				230,000,000
Proceeds received from private placement				5,600,000
Offering costs paid				(4,125,486)
Net cash provided by financing activities				231,474,514
Net change in cash				891,987
Cash at beginning of period		$ 916,987	$ 25,000	25,000
Cash at end of period	$ 25,000			916,987
Supplemental disclosure of cash flow information Cash paid for:
Deferred underwriting commissions in connection with the initial public offering				$ 6,300,000

Organization, Business Operations and Basis of Presentation

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Description of the Business

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

Financing

Trust Account

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.

Note 1 — Organization, Business Operations and Basis of Presentation

Incorporation

DFP Healthcare Acquisitions Corp., predecessor to The Oncology Institute, Inc. (the “Company”) 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 that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date.

Financing

Trust Account

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 FASB, 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).

Basis of Presentation

Emerging Growth Company

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 financial statements with 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.

Restatement of previously issued financial statements

12 Months Ended

Dec. 31, 2020

Restatement of previously issued financial statements

Restatement of previously issued financial statements

Note 2 — Restatement of Previously Issued Financial Statements

The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 24, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with accounting guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also 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 share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on March 13, 2020 (the “Post-IPO Balance Sheet”), the Company’s Form 10-Qs for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020, and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were all previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 12, 2021 (“the 2020 Affected Periods”), as well as the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (collectively, the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021, and June 30, 2021, will be restated with an amendment the Company’s Form 10-Q for the quarterly period ended September 30, 2021.

Impact of the Restatement

The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the 2020 Affected Periods is presented below:


	As Previously
	Restated on 10-K/A
As of March 13, 2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,769,236	$	—	$	231,769,236
Total liabilities	$	17,812,302	$	—	$	17,812,302
Class A common stock subject to possible redemption		208,956,930		21,043,070		230,000,000
Preferred stock		—		—		—
Class A common stock		210		(210)		—
Class B common stock		575		—		575
Additional paid-in capital		5,356,051		(5,356,051)		—
Accumulated deficit		(356,832)		(15,686,809)		(16,043,641)
Total stockholders’ equity (deficit)	$	5,000,004	$	(21,043,070)	$	(16,043,066)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,769,236	$	—	$	231,769,236
Shares of Class A common stock subject to possible redemption		20,895,693		2,104,307		23,000,000
Shares of Class A common stock		2,104,307		(2,104,307)		—


	As Previously
	Restated on 10-K/A
As of December 31,2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,323,610	$	—	$	231,323,610
Total liabilities	$	25,358,720	$	—	$	25,358,720
Class A common stock subject to possible redemption		200,964,880		29,035,120		230,000,000
Preferred stock		—		—		—
Class A common stock		290		(290)		—
Class B common stock		575		—		575
Additional paid-in capital		13,341,349		(13,341,349)		—
Accumulated deficit		(8,342,204)		(15,693,481)		(24,035,685)
Total stockholders’ equity (deficit)	$	5,000,010	$	(29,035,120)	$	(24,035,110)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,323,610	$	—	$	231,323,610
Shares of Class A common stock subject to possible redemption		20,096,488		2,903,512		23,000,000
Shares of Class A common stock		2,903,512		(2,903,512)		—

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

The impact of the restatement to the previously reported as restated statement of cash flows for the year ended December 31, 2020 is presented below:


	For the Year Ended December 31, 2020
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(7,992,050)	$	7,992,050	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share for the year ended December 31, 2020 is presented below:


	Earnings (Loss) Per Share
	As Previously
For the year ended December 31, 2020	Restated		Adjustment		Restated
Net loss	$	(8,339,904)	$	—	$	(8,339,904)
Weighted average shares outstanding - Class A common stock		23,000,000		(4,524,590)		18,475,410
Basic and diluted loss per share - Class A common stock	$	—	$	(0.35)	$	(0.35)
Weighted average shares outstanding - Class B common stock		5,602,459		—		5,602,459
Basic and diluted loss per share - Class B common stock	$	(1.49)	$	1.14	$	(0.35)

In addition, see Note 10 - Quarterly Financial Information where unaudited interim periods are presented as restated.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Related Party Transactions

2. 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

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

Use of Estimates

Cash and Cash Equivalents

Investments Held in the Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Derivative Warrant Liabilities

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

The Class A common stock subject to possible redemption reflected on the 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

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Income Taxes

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Initial Public Offering

Initial Public Offering

3. Initial Public Offering.

Public Units

Note 4 —Initial Public Offering

Public Units

Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Related Party Transactions

4. Related Party Transactions.

Founder Shares

Private Placement Warrants

Sponsor Loan

Administrative Services Agreement

Wolfe Strategic Services Agreement

Working Capital Loans

Note 5 — Related Party Transactions

Founder Shares

Private Placement Warrants

Sponsor Loan

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 $100,000 and $0, in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statements of operations. As of December 31, 2020, and 2019, the Company had $10,000 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 $75,000 and $0 in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on the accompanying statement of operations. As of December 31, 2020, and 2019, the Company had $7,500 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying 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 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

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

5. Commitments and Contingencies.

Registration Rights

Underwriting Agreement

Risks and uncertainties

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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.

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

●

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;

●

Note 7 — Derivative Warrant Liabilities

As of December 31, 2020, the Company had 5,750,000 Public Warrants and 3,733,334 Private 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, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, 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 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

●

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;

●

Stockholders' Equity

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Stockholder's Equity (Deficit)

8. Stockholder’s Equity (Deficit).

Note 8 — Stockholders’ Equity

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

9. Fair Value Measurements.

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.

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

Note 9 — Fair Value Measurements


	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

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 been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in June 2020.

There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2019.

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


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2020 is summarized as follows:


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Quarterly financial information (unaudited)

Quarterly financial information (unaudited)

12 Months Ended

Dec. 31, 2020

Quarterly financial information (unaudited)

Note 10 —Quarterly Financial Information (unaudited) (restated)

The following tables contain unaudited quarterly financial information for the three months ended March 31, 2020, for the three and six months ended June 30, 2020, and for the three and nine months ended September 30, 2020 that has been updated to reflect the restatement of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The restatement had no impact on net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the 2020 Affected Periods. The financial information that has been previously filed or otherwise reported for the 2020 Affected Periods is superseded by the information in this Annual Report, and the financial

statements and related financial information for the Affected Periods contained in such previously filed report should no longer be relied upon.


	As Previously
	Restated on 10-K/A
As of March 31, 2020 (uaudited)	Amendment No. 1		Adjustment		As Restated
Total assets	$	231,843,054	$	—	$	231,843,054
Total liabilities	$	18,315,099	$	—	$	18,315,099
Class A common stock subject to possible redemption		208,527,950		21,472,050		230,000,000
Preferred stock		—		—		—
Class A common stock		215		(215)		—
Class B common stock		575		—		575
Additional paid-in capital		5,778,354		(5,778,354)		—
Accumulated deficit		(779,139)		(15,693,481)		(16,472,620)
Total stockholders’ equity (deficit)	$	5,000,005	$	(21,472,050)	$	(16,472,045)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,843,054	$	—	$	231,843,054
Shares of Class A common stock subject to possible redemption		20,852,795		2,147,205		23,000,000
Shares of Class A common stock		2,147,205		(2,147,205)		—

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


	For the Three Months Ended March 31, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(428,980)	$	428,980	$	—


As of June 30, 2020 (unaudited)	As Previously Restated		Adjustment		As Restated
Total assets	$	231,466,990	$	—	$	231,466,990
Total liabilities	$	20,557,770	$	—	$	20,557,770
Class A common stock subject to possible redemption		205,909,210		24,090,790		230,000,000
Preferred stock		—		—		—
Class A common stock		241		(241)		—
Class B common stock		575		—		575
Additional paid-in capital		8,397,068		(8,397,068)		—
Accumulated deficit		(3,397,874)		(15,693,481)		(19,091,355)
Total stockholders’ equity (deficit)	$	5,000,010	$	(24,090,790)	$	(19,090,780)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,466,990	$	—	$	231,466,990
Shares of Class A common stock subject to possible redemption		20,590,921		2,409,079		23,000,000
Shares of Class A common stock		2,409,079		(2,409,079)		—

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


	For the Six Months Ended June 30, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(3,047,720)	$	3,047,720	$	—


As of September 30, 2020 (unaudited)	As Previously Restated		Adjustment		As Restated
Total assets	$	231,395,659	$	—	$	231,395,659
Total liabilities	$	22,903,099	$	—	$	22,903,099
Class A common stock subject to possible redemption		203,492,550		26,507,450		230,000,000
Preferred stock		—		—		—
Class A common stock		265		(265)		—
Class B common stock		575		—		575
Additional paid-in capital		10,813,704		(10,813,704)		—
Accumulated deficit		(5,814,534)		(15,693,481)		(21,508,015)
Total stockholders’ equity (deficit)	$	5,000,010	$	(26,507,450)	$	(21,507,440)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,395,659	$	—	$	231,395,659
Shares of Class A common stock subject to possible redemption		20,349,255		2,650,745		23,000,000
Shares of Class A common stock		2,650,745		(2,650,745)		—

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



	For the Nine Months Ended September 30, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(5,464,380)	$	5,464,380	$	—


	Earnings (Loss) Per Share
	As Previously
		As Reported		Adjustment		As Restated
For the three months ended March 31, 2020 (unaudited)
Net loss	$	(776,839)	$	—	$	(776,839)
Weighted average shares outstanding - Class A common stock		23,000,000		(18,197,802)		4,802,198
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.08)	$	(0.08)
Weighted average shares outstanding - Class B common stock		5,156,593		—		5,156,593
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.15)	$	0.07	$	(0.08)
For the three months ended June 30, 2020 (unaudited)
Net loss	$	(2,618,735)	$	—	$	(2,618,735)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.09)	$	(0.09)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.46)	$	0.37	$	(0.09)
For the six months ended June 30, 2020 (unaudited)
Net loss	$	(3,395,574)	$	—	$	(3,395,574)
Weighted average shares outstanding - Class A common stock		23,000,000		(9,098,901)		13,901,099
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.18)	$	(0.18)
Weighted average shares outstanding - Class B common stock		5,453,297		—		5,453,297
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.62)	$	0.44	$	(0.18)
For the three months ended September 30, 2020 (unaudited)
Net loss	$	(2,416,660)	$	—	$	(2,416,660)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.08)	$	(0.08)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.42)	$	0.34	$	(0.08)
For the nine months ended September 30, 2020 (unaudited)
Net loss	$	(5,812,234)	$	—	$	(5,812,234)
Weighted average shares outstanding - Class A common stock		23,000,000		(6,043,796)		16,956,204
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.26)	$	(0.26)
Weighted average shares outstanding - Class B common stock		5,552,920		—		5,552,920
Basic and diluted earnings (loss) per share - Class B common stock	$	(1.05)	$	0.79	$	(0.26)

Income Taxes

12 Months Ended

Dec. 31, 2020

Note 11 — Income Taxes

The income tax provision (benefit) for the year ended December 31, 2020 consists of the following:


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

The provision for income taxes was deemed to be de minimis for the period from November 1, 2019 (inception) through December 31, 2019.

The Company’s net deferred tax assets are as follows:


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows:


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Subsequent Events

Subsequent Events

10. Subsequent Events.

Note 12 — Subsequent Events

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation

Basis of presentation

Cash and Cash Equivalents

Investments Held in the Trust Account

Investments Held in Trust Account

Investments Held in the Trust Account

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Offering Costs Associated with the Initial Public Offering

Offering Costs

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption (Restated - See Note 2)

The Class A common stock subject to possible redemption reflected on the 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

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)

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 number of common stock outstanding for the respective period.

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of previously issued financial statements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Restatement of previously issued financial statements

Schedule of impact of the restatement on the balance sheets, statements of operations and statements of cash flows

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)

The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the 2020 Affected Periods is presented below:


	As Previously
	Restated on 10-K/A
As of March 13, 2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,769,236	$	—	$	231,769,236
Total liabilities	$	17,812,302	$	—	$	17,812,302
Class A common stock subject to possible redemption		208,956,930		21,043,070		230,000,000
Preferred stock		—		—		—
Class A common stock		210		(210)		—
Class B common stock		575		—		575
Additional paid-in capital		5,356,051		(5,356,051)		—
Accumulated deficit		(356,832)		(15,686,809)		(16,043,641)
Total stockholders’ equity (deficit)	$	5,000,004	$	(21,043,070)	$	(16,043,066)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,769,236	$	—	$	231,769,236
Shares of Class A common stock subject to possible redemption		20,895,693		2,104,307		23,000,000
Shares of Class A common stock		2,104,307		(2,104,307)		—


	As Previously
	Restated on 10-K/A
As of December 31,2020	Amendment No. 1		Adjustment		As Restated

Total assets	$	231,323,610	$	—	$	231,323,610
Total liabilities	$	25,358,720	$	—	$	25,358,720
Class A common stock subject to possible redemption		200,964,880		29,035,120		230,000,000
Preferred stock		—		—		—
Class A common stock		290		(290)		—
Class B common stock		575		—		575
Additional paid-in capital		13,341,349		(13,341,349)		—
Accumulated deficit		(8,342,204)		(15,693,481)		(24,035,685)
Total stockholders’ equity (deficit)	$	5,000,010	$	(29,035,120)	$	(24,035,110)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,323,610	$	—	$	231,323,610
Shares of Class A common stock subject to possible redemption		20,096,488		2,903,512		23,000,000
Shares of Class A common stock		2,903,512		(2,903,512)		—

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

The impact of the restatement to the previously reported as restated statement of cash flows for the year ended December 31, 2020 is presented below:


	For the Year Ended December 31, 2020
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(7,992,050)	$	7,992,050	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share for the year ended December 31, 2020 is presented below:


	Earnings (Loss) Per Share
	As Previously
For the year ended December 31, 2020	Restated		Adjustment		Restated
Net loss	$	(8,339,904)	$	—	$	(8,339,904)
Weighted average shares outstanding - Class A common stock		23,000,000		(4,524,590)		18,475,410
Basic and diluted loss per share - Class A common stock	$	—	$	(0.35)	$	(0.35)
Weighted average shares outstanding - Class B common stock		5,602,459		—		5,602,459
Basic and diluted loss per share - Class B common stock	$	(1.49)	$	1.14	$	(0.35)

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of class A ordinary shares reflected 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

The Class A common stock subject to possible redemption reflected on the 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

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)

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


	For the Year Ended December 31,
	2020				2019
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock:
Numerator:
Allocation of net income	$	(6,399,368)	$	(1,940,536)	$	—	$	(2,300)

Denominator:
Basic and diluted weighted average common shares outstanding		18,475,410		5,602,459		—		5,000,000

Basic and diluted net income (loss) per share of common stock	$	(0.35)	$	(0.35)	$	—	$	—

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

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


	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 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


	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	%


	As of March 13, 2020			As of December 31, 2020
Stock Price	$	9.71		$	10.80
Volatility		18.2	%		24.0	%
Expected life of the options to convert		6.55			5.75
Risk-free rate		0.85	%		0.47	%
Dividend yield		0.0	%		0.0	%

Summary of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs


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


Level 3 derivative warrant liabilities as of January 1, 2020	$	—
Issuance of Public and Private Warrants		11,207,500
Transfer of Public Warrants to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Level 3 derivative warrant liabilities as of December 31, 2020	$	7,578,670

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Quarterly financial information (unaudited)

Quarterly financial information (unaudited) (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Unaudited Condensed Balance Sheet, Statement of Operations and Statement of Cash Flows


	As Previously
	Restated on 10-K/A
As of March 31, 2020 (uaudited)	Amendment No. 1		Adjustment		As Restated
Total assets	$	231,843,054	$	—	$	231,843,054
Total liabilities	$	18,315,099	$	—	$	18,315,099
Class A common stock subject to possible redemption		208,527,950		21,472,050		230,000,000
Preferred stock		—		—		—
Class A common stock		215		(215)		—
Class B common stock		575		—		575
Additional paid-in capital		5,778,354		(5,778,354)		—
Accumulated deficit		(779,139)		(15,693,481)		(16,472,620)
Total stockholders’ equity (deficit)	$	5,000,005	$	(21,472,050)	$	(16,472,045)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,843,054	$	—	$	231,843,054
Shares of Class A common stock subject to possible redemption		20,852,795		2,147,205		23,000,000
Shares of Class A common stock		2,147,205		(2,147,205)		—

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


	For the Three Months Ended March 31, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(428,980)	$	428,980	$	—


As of June 30, 2020 (unaudited)	As Previously Restated		Adjustment		As Restated
Total assets	$	231,466,990	$	—	$	231,466,990
Total liabilities	$	20,557,770	$	—	$	20,557,770
Class A common stock subject to possible redemption		205,909,210		24,090,790		230,000,000
Preferred stock		—		—		—
Class A common stock		241		(241)		—
Class B common stock		575		—		575
Additional paid-in capital		8,397,068		(8,397,068)		—
Accumulated deficit		(3,397,874)		(15,693,481)		(19,091,355)
Total stockholders’ equity (deficit)	$	5,000,010	$	(24,090,790)	$	(19,090,780)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,466,990	$	—	$	231,466,990
Shares of Class A common stock subject to possible redemption		20,590,921		2,409,079		23,000,000
Shares of Class A common stock		2,409,079		(2,409,079)		—

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


	For the Six Months Ended June 30, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(3,047,720)	$	3,047,720	$	—


As of September 30, 2020 (unaudited)	As Previously Restated		Adjustment		As Restated
Total assets	$	231,395,659	$	—	$	231,395,659
Total liabilities	$	22,903,099	$	—	$	22,903,099
Class A common stock subject to possible redemption		203,492,550		26,507,450		230,000,000
Preferred stock		—		—		—
Class A common stock		265		(265)		—
Class B common stock		575		—		575
Additional paid-in capital		10,813,704		(10,813,704)		—
Accumulated deficit		(5,814,534)		(15,693,481)		(21,508,015)
Total stockholders’ equity (deficit)	$	5,000,010	$	(26,507,450)	$	(21,507,440)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	231,395,659	$	—	$	231,395,659
Shares of Class A common stock subject to possible redemption		20,349,255		2,650,745		23,000,000
Shares of Class A common stock		2,650,745		(2,650,745)		—

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



	For the Nine Months Ended September 30, 2020 (unaudited)
	As Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	208,956,930	$	(208,956,930)	$	—
Change in value of Class A common stock subject to possible redemption	$	(5,464,380)	$	5,464,380	$	—


	Earnings (Loss) Per Share
	As Previously
		As Reported		Adjustment		As Restated
For the three months ended March 31, 2020 (unaudited)
Net loss	$	(776,839)	$	—	$	(776,839)
Weighted average shares outstanding - Class A common stock		23,000,000		(18,197,802)		4,802,198
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.08)	$	(0.08)
Weighted average shares outstanding - Class B common stock		5,156,593		—		5,156,593
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.15)	$	0.07	$	(0.08)
For the three months ended June 30, 2020 (unaudited)
Net loss	$	(2,618,735)	$	—	$	(2,618,735)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.09)	$	(0.09)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.46)	$	0.37	$	(0.09)
For the six months ended June 30, 2020 (unaudited)
Net loss	$	(3,395,574)	$	—	$	(3,395,574)
Weighted average shares outstanding - Class A common stock		23,000,000		(9,098,901)		13,901,099
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.18)	$	(0.18)
Weighted average shares outstanding - Class B common stock		5,453,297		—		5,453,297
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.62)	$	0.44	$	(0.18)
For the three months ended September 30, 2020 (unaudited)
Net loss	$	(2,416,660)	$	—	$	(2,416,660)
Weighted average shares outstanding - Class A common stock		23,000,000		—		23,000,000
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.08)	$	(0.08)
Weighted average shares outstanding - Class B common stock		5,750,000		—		5,750,000
Basic and diluted earnings (loss) per share - Class B common stock	$	(0.42)	$	0.34	$	(0.08)
For the nine months ended September 30, 2020 (unaudited)
Net loss	$	(5,812,234)	$	—	$	(5,812,234)
Weighted average shares outstanding - Class A common stock		23,000,000		(6,043,796)		16,956,204
Basic and diluted earnings (loss) per share - Class A common stock	$	—	$	(0.26)	$	(0.26)
Weighted average shares outstanding - Class B common stock		5,552,920		—		5,552,920
Basic and diluted earnings (loss) per share - Class B common stock	$	(1.05)	$	0.79	$	(0.26)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of components of income tax provision (benefit)


	December 31, 2020		December 31, 2019
Current
Federal	$	11,434	$	—
State		—		—
Deferred
Federal		(101,676)		(483)
State		—		—
Valuation allowance		101,676		483
Income tax provision		11,434		—

Schedule of Company's net deferred tax assets


	December 31, 2020		December 31, 2019
Deferred tax assets:
Start-up/Organization costs	$	101,676	$	315
Net operating loss carryforwards		—		168
Total deferred tax assets		101,676		483
Valuation allowance		(101,676)		(483)
Deferred tax asset, net of allowance	$	—	$	—

Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate


	December 31, 2020		December 31, 2019
Statutory federal income tax	$	(1,748,979)	$	(483)
Change in fair value of derivative warrant liabilities		(1,450,150)		—
Financing costs - derivative warrant liabilities		(2,503)		—
Change in valuation allowance		3,213,066		483
Income tax expense	$	11,434	$	—

Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($)			2 Months Ended	9 Months Ended	12 Months Ended
	Mar. 13, 2020	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 10.00		$ 10.00	$ 10.00
Offering costs			$ 0
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				23,000,000
Share price	$ 10.00	$ 10.00
Proceeds from issuance of shares	$ 230,000,000.0				$ 230,000,000.0
Offering costs	10,400,000
Deferred underwriting commissions	$ 6,300,000	$ 6,300,000
Number of warrants to purchase shares issued (in shares)					5,750,000
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	3,733,334
Price of warrants		$ 1.50			$ 1.50
Proceeds from issuance of warrants		$ 5,600,000		$ 5,600,000	$ 5,600,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	3,000,000

Organization, Business Operations and Basis of Presentation - Trust Account (Details) - USD ($)			9 Months Ended	12 Months Ended
	Mar. 13, 2020	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Principal deposited in Trust Account		$ 230,000,000.0	$ 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%	100.00%
Redemption of common stock included in the units sold in public offering (as a percent)			100.00%	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination			24 months	24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)			2 days	2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)			2 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	$ 5,000,001
Share price	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Threshold business days for redemption of shares of trust account			10 days	10 days
Maximum net interest to pay dissolution expenses			$ 500,000	$ 500,000
Minimum net interest to pay dissolution expenses			$ 100,000	$ 100,000
Public Offering
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 10.00
Number of shares issued	23,000,000			23,000,000

Restatement of previously issued financial statements - 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

Mar. 13, 2020

Dec. 31, 2019

Oct. 31, 2019

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Net tangible assets threshold limit for redemption of public shares

$ 5,000,001

Balance sheet

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

$ 230,299,733

$ 230,754,006

$ 231,036,262

231,323,610

$ 231,395,659

$ 231,466,990

$ 231,843,054

$ 231,769,236

$ 50,000

Total current liabilities

3,634,148

267,550

27,300

Class A common stock subject to possible redemption

25,202,318

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

27,300

230,000,000

Preferred stock

24,425

(24,903,160)

(24,471,126)

(18,350,385)

(24,035,685)

(21,508,015)

(19,091,355)

(16,472,620)

(16,043,641)

(2,300)

Total liabilities, cumulative preferred shares and stockholders' deficit

(24,902,585)

(24,470,551)

(18,349,810)

(24,035,110)

(21,507,440)

(19,090,780)

(16,472,045)

(16,043,066)

22,700

$ 0

$ 230,299,733

230,754,006

231,036,262

$ 231,323,610

231,395,659

231,466,990

$ 231,769,236

$ 50,000

23,000,000

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

Class A common stock subject to possible redemption

$ 230,000,000

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 0

231,843,054

Common stock subject to possible redemption (in shares)

23,000,000

$ 575

^[1]

575

$ 575

^[1]

5,750,000

As Previously Restated

Balance sheet

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

230,754,006

231,036,262

$ 231,323,610

231,395,659

231,466,990

231,843,054

231,769,236

Class A common stock subject to possible redemption

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

200,964,880

203,492,550

205,909,210

208,527,950

208,956,930

13,776,784

7,656,106

13,341,349

10,813,704

8,397,068

5,778,354

5,356,051

(8,777,645)

(2,656,904)

(8,342,204)

(5,814,534)

(3,397,874)

(779,139)

(356,832)

Total liabilities, cumulative preferred shares and stockholders' deficit

5,000,009

5,000,010

5,000,005

5,000,004

230,754,006

231,036,262

231,323,610

231,395,659

231,466,990

231,769,236

As Previously Restated | Class A common stock

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

Class A common stock subject to possible redemption

200,529,440

206,650,180

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 295

$ 233

$ 290

$ 265

$ 241

215

$ 210

$ 231,843,054

Common stock subject to possible redemption (in shares)

20,052,944

20,665,018

20,096,488

20,895,693

As Previously Restated | Class B common stock

2,947,056

2,334,982

2,903,512

2,650,745

2,409,079

2,147,205

2,104,307

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

$ 575

Restatement Adjustment

Class A common stock subject to possible redemption

29,035,120

26,507,450

24,090,790

21,472,050

21,043,070

(13,776,784)

(7,656,106)

(13,341,349)

(10,813,704)

(8,397,068)

(5,778,354)

(5,356,051)

(15,693,481)

(15,686,809)

Restatement Adjustment | Class A common stock

(29,470,560)

(23,349,820)

(29,035,120)

(26,507,450)

(24,090,790)

(21,472,050)

(21,043,070)

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Equity (Deficit):

Class A common stock subject to possible redemption

29,470,560

23,349,820

Total liabilities, cumulative preferred shares and stockholders' deficit

$ (295)

$ (233)

$ (290)

$ (265)

$ (241)

(215)

$ (210)

$ 0

Common stock subject to possible redemption (in shares)

2,947,056

2,334,982

2,903,512

2,104,307

(2,947,056)

(2,334,982)

(2,903,512)

(2,650,745)

(2,409,079)

(2,147,205)

(2,104,307)

[1]

Restatement of previously issued financial statements - Effect of restatement on statements of operations (Details) - USD ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Other (expense) income:
Net income (loss)	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	$ (8,339,904)
Class A common stock
Other (expense) income:
Net income (loss)												$ (6,399,368)
Basic and diluted weighted average common shares outstanding	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Earnings Basic and diluted	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock
Other (expense) income:
Net income (loss)												$ (1,940,536)	$ (2,300)
Basic and diluted weighted average common shares outstanding	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Earnings Basic and diluted	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
As Previously Restated
Other (expense) income:
Net income (loss)			$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)		$ (5,812,234)	$ (8,339,904)
As Previously Restated \| Class A common stock
Other (expense) income:
Basic and diluted weighted average common shares outstanding			23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000		23,000,000	23,000,000
As Previously Restated \| Class B common stock
Other (expense) income:
Basic and diluted weighted average common shares outstanding			5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459
Earnings Basic and diluted			$ (1.06)	$ 0.99	$ (0.42)	$ (0.46)	$ (0.15)	$ (0.08)	$ (0.62)		$ (1.05)	$ (1.49)
Restatement Adjustment \| Class A common stock
Other (expense) income:
Basic and diluted weighted average common shares outstanding							(18,197,802)		(9,098,901)		(6,043,796)	(4,524,590)
Earnings Basic and diluted			(0.21)	0.20	(0.08)	(0.09)	$ (0.08)	(0.02)	$ (0.18)		$ (0.26)	$ (0.35)
Restatement Adjustment \| Class B common stock
Other (expense) income:
Earnings Basic and diluted			$ 0.85	$ (0.79)	$ 0.34	$ 0.37	$ 0.07	$ 0.06	$ 0.44		$ 0.79	$ 1.14

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

Restatement of previously issued financial statements - Effect of restatement on statements of cash flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
As Previously Restated
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption	$ 208,956,930	$ 208,956,930	$ 208,956,930	$ 208,956,930
Change in value of Class A common stock subject to possible redemption	(428,980)	(3,047,720)	(5,464,380)	(7,992,050)
Restatement Adjustment
Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption	(208,956,930)	(208,956,930)	(208,956,930)	(208,956,930)
Change in value of Class A common stock subject to possible redemption	$ 428,980	$ 3,047,720	$ 5,464,380	$ 7,992,050

Summary of Significant Accounting Policies - Cash and Cash Equivalents and Class A common stock subject to possible redemption (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash equivalents	$ 0	$ 0

Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) - shares	Sep. 30, 2021	Dec. 31, 2020	Mar. 13, 2020
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	5,750,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	815	3,733,334
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)		5,750,000
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

Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 13, 2020
Temporary Equity [Line Items]
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	$ 230,000,000	$ 230,000,000	$ 230,000,000
Shares subject to possible redemption	23,000,000	23,000,000
Class A common stock
Temporary Equity [Line Items]
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
Shares subject to possible redemption		23,000,000

Summary of Significant Accounting Policies - Net Loss Per Share of Common Stock (Details) - USD ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Allocation of net income	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	$ (8,339,904)
Class A common stock
Numerator:
Allocation of net income												$ (6,399,368)
Denominator:
Basic and diluted weighted average common shares outstanding	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Basic and diluted net income (loss) per share of common stock	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock
Numerator:
Allocation of net income												$ (1,940,536)	$ (2,300)
Denominator:
Basic and diluted weighted average common shares outstanding	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Basic and diluted net income (loss) per share of common stock	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Private Placement Warrants
Basic and diluted net income (loss) per share of common stock:
Potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive										9,483,334		9,483,334

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 0			$ 0	$ 0
Amounts accrued for the payment of interest and penalties	0			0	$ 0
Income tax expense	$ 0	$ 12,573	$ 12,573	$ 11,434

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Initial Public Offering (Details) - USD ($)		2 Months Ended	9 Months Ended	12 Months Ended
Initial Public Offering (Details) - USD ($)	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price per unit	$ 10.00			$ 10.00	$ 10.00
Offering costs		$ 0
Deferred underwriting commissions in connection with the initial public offering		$ 0	$ 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	$ 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			23,000,000
Price per unit	$ 10.00
Proceeds from issuance of shares	$ 230,000,000.0			$ 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

2 Months Ended

9 Months Ended

12 Months Ended

Feb. 19, 2020

Dec. 30, 2019

Feb. 19, 2019

Jan. 31, 2020

Dec. 31, 2019

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

Total number of shares after stock split (in shares)

^[1],[2]

$ 25,000

5,750,000

Number of shares subject to forfeiture (in shares)

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

Number of shares issued (in shares)

4,312,500

Capital contribution (in dollars per share)

$ 25,000

$ 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

Sponsor | Christopher Wolfe

100,000

Sponsor | Richard Barasch

100,000

Sponsor | Dr. Jennifer Carter

100,000

Sponsor | Dr. Mohit Kaushal

30,000

Sponsor | Dr. Gregory Sorensen

30,000

30,000

[1]	The share amounts have been retroactively restated to reflect the split of Class B common stock on February 19, 2020, resulting in 5,750,000 shares outstanding (see Note 4).
[2]	This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended	12 Months Ended
	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
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	3,733,334
Price of warrants (in dollars per share)		$ 1.50	$ 1.50
Proceeds from issuance of warrants	$ 5.6	$ 5.6	$ 5.6
Private Placement \| Class A common stock
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1	1
Exercise price of warrants (in dollars per share)		$ 11.50	$ 11.50

Related Party Transaction - Other Transactions (Details) - USD ($)		2 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
	Mar. 13, 2020	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Proceeds received from note payable to related party		$ 0
Accrued expenses - related parties			$ 17,500		$ 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		200,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month							10,000		10,000
Total expenses incurred		0		$ 30,000	100,000		90,000
Accrued expenses - related parties		0	10,000		10,000	$ 10,000	10,000	$ 10,000	10,000
Wolfe Strategic Services Agreement
Related Party Transaction [Line Items]
Expenses per month							7,500		7,500
Total expenses incurred		0	22,500			$ 22,500	67,500	$ 52,500	75,000
Accrued expenses - related parties		$ 0	$ 7,500		$ 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		$ 1.50		$ 1.50
Working Capital Loans \| Maximum
Related Party Transaction [Line Items]
Loans convertible into warrants			$ 1,100,000		$ 1,100,000		$ 1,100,000		$ 1,100,000

Commitments and Contingencies (Details) - USD ($)		9 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 13, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Underwriting discount (as a percent)		2.00%	2.00%
Underwriting discount paid		$ 3,600,000	$ 3,600,000
Deferred Underwriting Fees, Percentage		3.50%	3.50%
Deferred underwriting fees		$ 6,300,000	$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Overallotment option period	45 days		45 days
Additional units issued	3,000,000

Derivative Warrant Liabilities - Warrants (Details)	9 Months Ended	12 Months Ended
Derivative Warrant Liabilities - Warrants (Details)	Sep. 30, 2021 D $ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the public offering		12 months
Threshold maximum period for filing registration statement after business combination		15 days
Public Warrants expiration term		5 years
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
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	$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption period after the public warrants become exercisable	90 days	90 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrant outstanding \| shares		3,733,334
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
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrant outstanding \| shares		5,750,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
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	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold consecutive trading days for redemption of public warrants	30 days	30 days
Number of trading days on which fair market value of shares is reported	10	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	$ 10.00

Stockholders' Equity - Common Stock (Details) - $ / shares				9 Months Ended	12 Months Ended
	Feb. 19, 2020	Dec. 30, 2019	Feb. 19, 2019	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 13, 2020
Class of Stock [Line Items]
Common stock, shares issued				23,000,000	23,000,000
Common shares, outstanding including shares subject to possible redemption						0
Common stock, shares outstanding				23,000,000	23,000,000
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized				100,000,000	100,000,000	100,000,000
Common stock, par value				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, issued including shares subject to possible redemption					23,000,000
Common stock, shares issued					0	0
Common shares, outstanding including shares subject to possible redemption					23,000,000
Common stock, shares outstanding					0	0
Common shares, votes per share				$ 1
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares					20.00%
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized				10,000,000	10,000,000	10,000,000
Common stock, par value				$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued				5,750,000	5,750,000	5,750,000
Common stock, shares outstanding				5,750,000	5,750,000	5,750,000
Common shares, votes per share				$ 1	$ 1
Total number of shares after stock split (in shares)	5,750,000		5,750,000
Number of shares subject to forfeiture (in shares)	750,000		750,000
Beneficial ownership (as a percent)				20.00%	20.00%
Number of Class A common stock issued upon conversion of each share (in shares)					1
Class B common stock \| Sponsor
Class of Stock [Line Items]
Number of shares issued (in shares)	4,312,500	4,312,500				4,312,500
Number of shares held after stock split (in shares)	5,360,000

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 30, 2019
Common and Preferred Shares
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0	0
Preferred shares, shares outstanding	0	0	0	0

Fair Value Measurements (Details) - USD ($)	9 Months Ended	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		$ 18,791,170
Fair value assets level 1 to level 2 transfers	$ 0
Fair value assets level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	$ 0
Assets or liabilities measured at fair value			$ 0
Measured on a recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers		0
Fair value assets level 2 to level 1 transfers		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]
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 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Measured on a recurring basis \| Level 2 \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Measured on a recurring basis \| Level 2 \| Cash equivalents - money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3) \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3) \| Cash equivalents - money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account		0
Private Placement Warrants \| Measured on a recurring basis \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		0
Private Placement Warrants \| Measured on a recurring basis \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		0
Private Placement Warrants \| Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		7,578,670
Public Warrants \| Measured on a recurring basis \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		11,212,500
Public Warrants \| Measured on a recurring basis \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		0
Public Warrants \| Measured on a recurring basis \| Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		$ 0

Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements (Details) - Significant Other Unobservable Inputs (Level 3)	Dec. 31, 2020	Mar. 13, 2020
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.80	9.71
Annualized volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	24.0	18.2
Time to liquidity (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.75	6.55
Risk-free rate (continuously compounding)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.47	0.85
Annual dividend rate for common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.0	0.0

Fair Value Measurements - Change in the fair value of the derivative warrant liabilities measured with Level 3 inputs (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer of Public warrant to Level 1	$ 0	$ 0
Significant Other Unobservable Inputs (Level 3)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at Beginning	$ 7,578,670	0
Issuance of Public and Private Warrants		11,207,500
Transfer of Public warrant to Level 1		(6,957,500)
Change in fair value of derivative warrant liabilities		3,328,670
Derivative warrant liabilities at ending		$ 7,578,670

Quarterly financial information (unaudited) - Condensed Balance Sheet (Details) - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Mar. 13, 2020

Dec. 31, 2019

Oct. 31, 2019

$ 230,299,733

$ 230,754,006

$ 231,036,262

$ 231,323,610

$ 231,395,659

$ 231,466,990

$ 231,843,054

$ 231,769,236

$ 50,000

Class A common stock subject to possible redemption

25,202,318

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

27,300

230,000,000

Preferred stock

24,425

(24,903,160)

(24,471,126)

(18,350,385)

(24,035,685)

(21,508,015)

(19,091,355)

(16,472,620)

(16,043,641)

(2,300)

Total liabilities, cumulative preferred shares and stockholders' deficit

(24,902,585)

(24,470,551)

(18,349,810)

(24,035,110)

(21,507,440)

(19,090,780)

(16,472,045)

(16,043,066)

22,700

$ 0

$ 230,299,733

230,754,006

231,036,262

$ 231,323,610

$ 231,395,659

$ 231,466,990

$ 231,769,236

$ 50,000

23,000,000

Class A common stock subject to possible redemption

$ 230,000,000

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 0

$ 231,843,054

Common stock subject to possible redemption (in shares)

23,000,000

Class A common stock subject to possible redemption

Common stock subject to possible redemption (in shares)

23,000,000

$ 575

^[1]

$ 575

^[1]

5,750,000

As Previously Restated

230,754,006

231,036,262

$ 231,323,610

231,395,659

231,466,990

231,843,054

231,769,236

Class A common stock subject to possible redemption

25,224,557

19,386,072

25,358,720

22,903,099

20,557,770

18,315,099

17,812,302

200,964,880

203,492,550

205,909,210

208,527,950

208,956,930

13,776,784

7,656,106

13,341,349

10,813,704

8,397,068

5,778,354

5,356,051

(8,777,645)

(2,656,904)

(8,342,204)

(5,814,534)

(3,397,874)

(779,139)

(356,832)

Total liabilities, cumulative preferred shares and stockholders' deficit

5,000,009

5,000,010

5,000,005

5,000,004

230,754,006

231,036,262

231,323,610

231,395,659

231,466,990

231,769,236

As Previously Restated | Class A common stock

Class A common stock subject to possible redemption

200,529,440

206,650,180

Total liabilities, cumulative preferred shares and stockholders' deficit

$ 295

$ 233

$ 290

$ 265

$ 241

215

$ 210

$ 231,843,054

Common stock subject to possible redemption (in shares)

20,052,944

20,665,018

20,096,488

20,895,693

As Previously Restated | Class A common stock subject to possible redemption

2,947,056

2,334,982

2,903,512

2,650,745

2,409,079

2,147,205

2,104,307

Common stock subject to possible redemption (in shares)

20,349,255

20,590,921

20,852,795

As Previously Restated | Class B common stock

$ 575

Restatement Adjustment

Class A common stock subject to possible redemption

29,035,120

26,507,450

24,090,790

21,472,050

21,043,070

(13,776,784)

(7,656,106)

(13,341,349)

(10,813,704)

(8,397,068)

(5,778,354)

(5,356,051)

(15,693,481)

(15,686,809)

Restatement Adjustment | Class A common stock

(29,470,560)

(23,349,820)

(29,035,120)

(26,507,450)

(24,090,790)

(21,472,050)

(21,043,070)

Class A common stock subject to possible redemption

29,470,560

23,349,820

Total liabilities, cumulative preferred shares and stockholders' deficit

$ (295)

$ (233)

$ (290)

$ (265)

$ (241)

(215)

$ (210)

$ 0

Common stock subject to possible redemption (in shares)

2,947,056

2,334,982

2,903,512

2,104,307

Restatement Adjustment | Class A common stock subject to possible redemption

(2,947,056)

(2,334,982)

(2,903,512)

(2,650,745)

(2,409,079)

(2,147,205)

(2,104,307)

Common stock subject to possible redemption (in shares)

2,650,745

2,409,079

2,147,205

[1]

Quarterly financial information (unaudited) - Condensed Statement of Cash Flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
As Previously Restated
Unaudited Condensed Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption	$ 208,956,930	$ 208,956,930	$ 208,956,930	$ 208,956,930
Change in value of Class A common stock subject to possible redemption	(428,980)	(3,047,720)	(5,464,380)	(7,992,050)
Restatement Adjustment
Unaudited Condensed Statement of Cash Flows
Initial value of Class A common stock subject to possible redemption	(208,956,930)	(208,956,930)	(208,956,930)	(208,956,930)
Change in value of Class A common stock subject to possible redemption	$ 428,980	$ 3,047,720	$ 5,464,380	$ 7,992,050

Quarterly financial information (unaudited) - Condensed Statement of Operations (Details) - USD ($)	2 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Unaudited Condensed Statement of Operations
Net income (loss)	$ (2,300)	$ (432,034)	$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)	$ (867,475)	$ (5,812,234)	$ (8,339,904)
Class A common stock
Unaudited Condensed Statement of Operations
Net income (loss)												$ (6,399,368)
Weighted average shares outstanding	0	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	4,802,198	23,000,000	13,901,099	23,000,000	16,956,204	18,475,410
Basic and diluted earnings (loss) per share	$ 0	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
Class B common stock
Unaudited Condensed Statement of Operations
Net income (loss)												$ (1,940,536)	$ (2,300)
Weighted average shares outstanding	5,000,000		5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459	5,000,000
Basic and diluted earnings (loss) per share	$ 0.00	$ (0.02)	$ (0.21)	$ 0.20	$ (0.08)	$ (0.09)	$ (0.08)	$ (0.02)	$ (0.18)	$ (0.03)	$ (0.26)	$ (0.35)
As Previously Restated
Unaudited Condensed Statement of Operations
Net income (loss)			$ (6,120,741)	$ 5,685,300	$ (2,416,660)	$ (2,618,735)	$ (776,839)	$ (435,441)	$ (3,395,574)		$ (5,812,234)	$ (8,339,904)
As Previously Restated \| Class A common stock
Unaudited Condensed Statement of Operations
Weighted average shares outstanding			23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	23,000,000		23,000,000	23,000,000
As Previously Restated \| Class B common stock
Unaudited Condensed Statement of Operations
Weighted average shares outstanding			5,750,000	5,750,000	5,750,000	5,750,000	5,156,593	5,750,000	5,453,297		5,552,920	5,602,459
Basic and diluted earnings (loss) per share			$ (1.06)	$ 0.99	$ (0.42)	$ (0.46)	$ (0.15)	$ (0.08)	$ (0.62)		$ (1.05)	$ (1.49)
Restatement Adjustment \| Class A common stock
Unaudited Condensed Statement of Operations
Weighted average shares outstanding							(18,197,802)		(9,098,901)		(6,043,796)	(4,524,590)
Basic and diluted earnings (loss) per share			(0.21)	0.20	(0.08)	(0.09)	$ (0.08)	(0.02)	$ (0.18)		$ (0.26)	$ (0.35)
Restatement Adjustment \| Class B common stock
Unaudited Condensed Statement of Operations
Basic and diluted earnings (loss) per share			$ 0.85	$ (0.79)	$ 0.34	$ 0.37	$ 0.07	$ 0.06	$ 0.44		$ 0.79	$ 1.14
Adjustment
Unaudited Condensed Statement of Operations
Net income (loss)												$ (8,339,904)

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

Income Taxes - Components of income tax provision (benefit) (Details) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal				$ 11,434
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal				(101,676)	$ (483)
Valuation allowance				101,676	$ 483
Income Tax Expense (Benefit), Total	$ 0	$ 12,573	$ 12,573	$ 11,434

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Income Taxes - Company's net deferred tax assets (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Start-up/Organization costs	$ 101,676	$ 315
Net-operating loss carryforward		168
Total gross deferred tax assets	101,676	483
Valuation allowance	$ (101,676)	$ (483)

Income Taxes - Effective tax rate Reconciliation (Details) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Income Taxes
Statutory federal income tax	$ (483)			$ (1,748,979)
Change in fair value of derivative warrant liabilities				(1,450,150)
Financing costs - derivative warrant liabilities				(2,503)
Change in valuation allowance	483			3,213,066
Income Tax Expense (Benefit)	$ 0	$ 12,573	$ 12,573	$ 11,434

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.