RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously classified a portion of its Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on November 26, 2019 (the “Post-IPO Balance Sheet”) and the Company's Annual Report on 10-K for the annual period ended December 31, 2019 and 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on March 23, 2020 and March 30, 2021, respectively, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued unaudited financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30. 2021.  The Company’s audited financial statements covering the periods through December 31, 2019 and 2020 will be restated in an amended financial statement on Form 10-K/A (Amendment No.2) for the period ended December 31, 2020 to be filed with the SEC.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

The impact of the restatement on the Company’s condensed financial statements is reflected in the following table.

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to possible redemption	$	268,442,238		$	31,557,762		$	300,000,000
Class A common stock	$	316		$	(316	)	$	—
Additional paid-in capital	$	6,426,337		$	(6,426,337	)	$	—
Accumulated deficit	$	(1,427,401	)	$	(25,131,109	)	$	(26,558,510	)
Total Stockholders’ Equity (Deficit)	$	5,000,002		$	(31,557,762	)	$	(26,557,760	)
Number of shares subject to possible redemption		26,844,224			3,155,776			30,000,000
Balance Sheet as of June 30, 2021 (unaudited)
Class A common stock subject to possible redemption	$	265,323,550		$	34,676,450		$	300,000,000
Class A common stock	$	347		$	(347	)	$	—
Additional paid-in capital	$	9,544,994		$	(9,544,994	)	$	—
Accumulated deficit	$	(4,546,088	)	$	(25,131,109	)	$	(29,677,197	)
Total Stockholders’ Equity (Deficit)	$	5,000,003		$	(34,676,450	)	$	(29,676,447	)
Number of shares subject to possible redemption		26,532,355			3,467,645			30,000,000
Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
Weighted average shares outstanding, Class A common stock		30,000,000			—			30,000,000
Basic and diluted net income per share, Class A common stock	$	—		$	0.48		$	0.48
Weighted average shares outstanding, Class B common stock		7,500,000			—			7,500,000
Basic and diluted net income (loss) per share, Class B common stock	$	2.41		$	(1.93	)	$	0.48
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Weighted average shares outstanding, Class A common stock		30,000,000			—			30,000,000
Basic and diluted net income per share, Class A common stock	$	—		$	(0.08	)	$	(0.08	)
Weighted average shares outstanding, Class B common stock		7,500,000			—			7,500,000
Basic and diluted net income (loss) per share, Class B common stock	$	(0.42	)	$	0.34		$	(0.08	)
Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)
Weighted average shares outstanding, Class A common stock		30,000,000			—			30,000,000
Basic and diluted net income per share, Class A common stock	$	—		$	0.40		$	0.40
Weighted average shares outstanding, Class B common stock		7,500,000			—			7,500,000
Basic and diluted net income (loss) per share, Class B common stock	$	1.99		$	(1.59	)	$	0.40
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	18,043,678		$	(18,043,678	)	$	—
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	14,924,990		$	(14,924,990	)	$	—

The Company's statement of stockholders' equity (deficit) has been restated to reflect the changes to the impacted shareholders' equity accounts described above.