Restatement of Previously Issued Financial Statements

6 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 —Restatement of Previously Issued Financial Statements

The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 21, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC Topic 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, the Charter 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 within the time provided by the Charter 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 December 30, 2020 (the “Post-IPO Balance Sheet”), and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 21, 2021, as well as the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 (the periods included in such Quarterly Reports, the “Affected Quarterly Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The Affected Quarterly Periods will be restated in an Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, to be filed with the SEC.

Impact of the Restatement

The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO Balance Sheet resulted in a reclassification of 2.3 million shares of Class A common stock from permanent equity to temporary equity. The impact of the restatement to the Post-IPO Balance Sheet is as follows:

As of December 22, 2020	As Previously Amended			Adjustment			As Restated
Total assets	$	173,768,042		$	-		$	173,768,042
Total liabilities	$	19,416,756		$	-		$	19,416,756
Class A common stock subject to possible redemption		149,351,280			23,148,720			172,500,000
Preferred stock		-			-			-
Class A common stock		231			(231	)		-
Class B common stock		431			-			431
Additional paid-in capital		5,572,255			(5,572,255	)		-
Accumulated deficit		(572,911	)		(17,576,234	)		(18,149,145	)
Total stockholders’ equity (deficit)	$	5,000,006		$	(23,148,720	)	$	(18,148,714	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	173,768,042		$	-		$	173,768,042
Shares of Class A common stock subject to possible redemption		14,935,128			2,314,872			17,250,000
Shares of Class A common stock		2,314,872			(2,314,872	)		-

The change in the carrying value of the redeemable shares of Class A common stock in the financial statements for the period ended December 31, 2020 resulted in a reclassification of 2.5 million shares of Class A common stock from permanent equity to temporary equity. The impact of the restatement is as follows:

As of December 31, 2020	As Previously Reported			Adjustment			As Restated
Total assets	$	173,769,443		$	-		$	173,769,443
Total liabilities	$	21,127,272		$	-		$	21,127,272
Class A common stock subject to possible redemption		147,642,170			24,857,830			172,500,000
Preferred stock		-			-			-
Class A common stock		249			(249	)		-
Class B common stock		431			-			431
Additional paid-in capital		7,281,347			(7,281,347	)		-
Accumulated deficit		(2,282,026	)		(17,576,234	)		(19,858,260	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(24,857,830	)	$	(19,857,829	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	173,769,443		$	-		$	173,769,443
Shares of Class A common stock subject to possible redemption		14,764,217			2,485,783			17,250,000
Shares of Class A common stock		2,485,783			(2,485,783	)		-

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

The impact of the restatement to the previously reported statement of cash flows (as restated) for the period ended December 31, 2020 is presented below:

For The Period From June 18, 2020 (Inception) Through December 31, 2020	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$	162,258,020		$	(162,258,020	)	$	-
Change in value of Class A common stock subject to possible redemption	$	(14,615,850	)	$	14,615,850		$	-

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common stock is presented below for the period ended December 31, 2020:

	Earnings Per Share for Class A common stock
For the period from June 18, 2020 (inception) through December 31, 2020	As Reported			Adjustment			As Adjusted
Net loss	$	(2,282,026	)	$	-		$	(2,282,026	)
Weighted average shares outstanding		17,250,000			(16,264,286	)		985,714
Basic and diluted earnings per share	$	-		$	(0.48	)	$	(0.48	)

	Earnings Per Share for Class B common stock
For the period from June 18, 2020 (inception) through December 31, 2020	As Reported			Adjustment		As Adjusted
Net loss	$	(2,282,026	)	$	-	$	(2,282,026	)
Weighted average shares outstanding		3,782,143			-		3,782,143
Basic and diluted earnings per share	$	(0.60	)	$	0.12	$	(0.48	)