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 July 6, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with 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 revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of 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 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 October 29, 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 July 6, 2021, 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 audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC.

Impact of the Restatement

The impact of the restatement on the Post IPO Balance Sheet as of October 23, 2020 is presented below:

Balance Sheet as of October 23, 2020 (unaudited)	As Previously Reported			Adjustment			As Revised
Class A common stock subject to possible redemption	$	177,699,344		$	22,300,661		$	200,000,000
Class A common stock	$	223		$	(223	)	$	—
Additional paid-in capital	$	5,502,767		$	(5,502,767	)	$	—
Accumulated deficit	$	(503,559	)	$	(16,797,671	)	$	(17,301,230	)
Total Stockholders’ Equity (Deficit)	$	5,000,006		$	(22,300,661	)	$	(17,300,655	)

The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below:

Balance Sheet as of December 31, 2020 (audited)	As Reported As Previously Restated in 10-K/A Amendment No.1			Adjustment			As Revised
Class A common stock subject to possible redemption	$	171,826,390		$	35,272,550		$	207,098,940
Class A common stock	$	353		$	(353	)	$	—
Additional paid-in capital	$	17,873,488		$	(17,873,488	)	$	—
Accumulated deficit	$	(12,874,353	)	$	(17,398,709	)	$	(30,273,062	)
Total Stockholders’ Equity (Deficit)	$	5,000,006		$	(35,272,550	)	$	(30,272,544	)

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common shares is presented below for the period ended December 31, 2020:

Earnings per Share for the period from August 20, 2020 (Inception) through December 31, 2020 (audited)	As Reported as Previously Restated in Form 10-K/A Amendment No.1			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, Class A common stock		20,459,360			(9,692,855	)		17,533,423
Basic and diluted net loss per ordinary share, Class A common stock	$	—		$	(0.83	)	$	(0.83	)
Basic and diluted weighted average shares outstanding, Class B common stock		5,059,158			(338,791	)		4,720,367
Basic and diluted net loss per ordinary share, Class B common stock	$	(2.54	)	$	1.71		$	(0.83	)

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

Statement of Cash Flows for the period from August 20, 2020 (Inception) through December 31, 2020 (audited)	As Reported as Previously Restated in Form 10-K/A Amendment No.1			Adjustment			As Restated
Initial classification of Class A ordinary shares subject to possible redemption	$	184,182,830		$	(184,182,830	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(12,356,443	)	$	12,356,443		$	—

The impact of the restatement on the audited Statement of Shareholders’ Equity (Deficit) is presented below:

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the period ended December 31, 2020 (audited)	As Reported as Previously Restated in Form 10-K/A Amendment No.1			Adjustment			As Restated
Sale of 20,709,894 Class A common stock, net of underwriting discounts	$	188,119,780		$	(188,119,780	)	$	—
Accretion for Class A common stock to redemption amount	$	—		$	(18,988,246	)	$	(18,988,246	)
Initial value of ordinary shares subject to possible redemption at IPO date	$	(171,826,390	)	$	171,826,390		$	—
Total Shareholders’ Equity (Deficit)	$	5,000,006		$	(35,272,550	)	$	(30,272,544	)