RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. 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 Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment 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.

There has been no change in the Company’s total assets, liabilities or operating results.

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

	As Previously
Balance Sheet as of October 5, 2020 (audited)	Reported		Adjustment		As Restated
Class A common stock subject to possible redemption	$	180,886,210	$	21,113,790	$	202,000,000
Class A common stock	$	209	$	(209)	$	—
Additional paid-in capital	$	5,348,045	$	(5,348,045)	$	—
Accumulated deficit	$	(348,823)	$	(15,765,536)	$	(16,114,359)
Total Stockholders’ Equity (Deficit)	$	5,000,006	$	(21,113,790)	$	(16,113,784)
Balance Sheet as of December 31, 2020 (audited)
Class A common stock subject to possible redemption	$	162,709,513	$	39,694,487	$	202,404,000
Class A common stock	$	393	$	(393)	$	—
Additional paid-in capital	$	23,896,401	$	(23,896,401)	$	—
Accumulated deficit	$	(18,897,292)	$	(15,797,693)	$	(34,694,985)
Total Stockholders’ Equity (Deficit)	$	5,000,003	$	(39,694,487)	$	(34,694,484)
Balance Sheet as of March 31, 2021
Class A common stock subject to possible redemption	$	177,606,921	$	24,828,491	$	202,435,412
Class A common stock	$	247	$	(247)	$	—
Additional paid-in capital	$	8,999,139	$	(8,999,139)	$	—
Accumulated deficit	$	(3,999,878)	$	(15,829,105)	$	(19,828,983)
Total Stockholders’ Equity (Deficit)	$	5,000,009	$	(24,828,491)	$	(19,828,482)
Balance Sheet as of June 30, 2021
Class A common stock subject to possible redemption	$	176,536,552	$	25,890,086	$	202,426,638
Class A common stock	$	257	$	(257)	$	—
Additional paid-in capital	$	10,069,498	$	(10,069,498)	$	—
Accumulated deficit	$	(5,070,252)	$	(15,820,331)	$	(20,890,583)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(25,890,086)	$	(20,890,082)
Statement of Operations for the Period from July 7, 2020 (Inception) through December 31, 2020 (audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		17,946,270		(8,100,168)		9,846,102
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	—	$	(1.27)	$	(1.27)
Basic and diluted weighted average shares outstanding, Class B common stock		6,047,013		(1,043,115)		5,003,898
Basic and diluted net loss per share, Class B common stock	$	(3.13)	$	1.86	$	(1.27)
Statement of Operations for the Three Months Ended March 31, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		16,109,853		3,930,147		20,040,000

Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.60	$	0.60
Weighted average shares outstanding of Class B common stock		8,940,147		(3,970,147)		4,970,000
Basic and diluted net income per share, Class B common stock	$	1.67	$	(1.07)	$	0.60
Statement of Operations for the Three Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		17,573,434		2,466,566		20,040,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	—	$	(0.04)	$	(0.04)
Basic and diluted weighted average shares outstanding, Class B common stock		7,476,566		(2,506,566)		4,970,000
Basic and diluted net loss per share, Class B common stock	$	(0.14)	$	0.10	$	(0.04)
Statement of Operations for the Six Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		16,845,687		3,194,313		20,040,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.55	$	0.55
Basic and diluted weighted average shares outstanding, Class B common stock		8,204,313		(3,234,313)		4,970,000
Basic and diluted net income per share, Class B common stock	$	1.69	$	(1.14)	$	0.55
Statement of Changes in Stockholders’ Equity (Deficit) for the Period from July 7, 2020 (Inception) through December 31, 2020 (audited)
Sale of 20,040,000 Units, net of underwriting discount	$	181,257,332	$	(181,257,332)	$	—
Class A common stock subject to possible redemption	$	(162,709,513)	$	162,709,513	$	—
Accretion for Class A common stock subject to redemption amount	$	—	$	(17,672,392)	$	(17,672,392)
Total shareholders’ equity (deficit)	$	5,000,003	$	(39,694,487)	$	(34,694,484)
Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021
Change in value of Class A common stock subject to possible redemption	$	(14,897,408)	$	14,897,408	$	—
Accretion for Class A common stock subject to redemption amount	$	—	$	(31,412)	$	(31,412)
Total shareholders’ equity (deficit)	$	5,000,009	$	(24,828,491)	$	(19,828,482)

Statement of Changes in Stockholders’ Equity (Decifit) for the Three Months Ended June 30, 2021
Change in value of Class A common stock subject to possible redemption	$	1,070,369	$	(1,070,369)	$	—
Accretion for Class A common stock subject to redemption amount	$	—	$	8,774	$	8,774
Total shareholders’ equity (deficit)	$	5,000,004	$	(25,890,086)	$	(20,890,082)
Statement of Changes in Stockholders’ Equity (Decifit) for the Six Months Ended June 30, 2021
Change in value of Class A common stock subject to possible redemption	$	(13,827,039)	$	13,827,039	$	—
Accretion for Class A common stock subject to redemption amount	$	—	$	(22,638)	$	(22,638)
Total shareholders’ equity (deficit)	$	5,000,004	$	(25,890,086)	$	(20,890,082)
Statement of Cash Flows for the Period from July 7, 2020 (Inception) through December 31, 2020 (audited)
Initial classification of Class A common stock subject to possible redemption	$	181,257,332	$	21,146,668	$	202,404,000
Change in value of Class A common stock subject to possible redemption	$	(29,039,199)	$	29,039,199	$	—
Statement of Cash Flows for the Three Months Ended March 31, 2021
Change in value of Class A common stock subject to possible redemption	$	14,897,408	$	(14,865,996)	$	31,412
Statement of Cash Flows for the Six Months Ended June 30, 2021
Change in value of Class A common stock subject to possible redemption	$	13,827,039	$	(13,804,401)	$	22,638

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 changes and has determined that the related impact was material to all previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements will need to be restated to report all public shares as temporary equity. As such the Company is reporting upon restating to those periods in this Quarterly Report.