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 8, 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. See Note 1 which has been restated to reflect management’s going concern considerations as a result of the Company’s mandatory liquidation date. 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 11, 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 8, 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 period 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.

The table below summarizes the effects of the restatement on the financial statements for all periods being restated:

	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustments			As Restated
Balance Sheet as of December 11, 2020
Class A Common Stock Subject to Possible Redemption	$	276,047,580		$	11,452,420		$	287,500,000
Class A Common Stock	$	365		$	(115	)	$	250
Additional Paid-in Capital	$	5,806,497		$	(5,806,497	)	$	—
Accumulated Deficit	$	(807,576	)	$	(5,645,808	)	$	(6,453,384	)
Stockholder Equity	$	5,000,005		$	(11,452,420	)	$	(6,452,415	)
Number of Class A common stock subject to possible redemption		27,604,758			1,145,242			28,750,000

Balance Sheet as of December 31, 2020
Class A Common Stock Subject to Possible Redemption	$	267,585,200		$	19,914,800		$	287,500,000
Common Stock	$	449		$	(199	)	$	250
Additional Paid-in Capital	$	14,268,793		$	(14,268,793	)	$	—
Accumulated Deficit	$	(9,269,956	)	$	(5,645,808	)	$	(14,915,764	)
Stockholder Equity	$	5,000,005		$	(19,914,800	)	$	(14,914,795	)
Number of Class A common stock subject to possible redemption		26,758,520			1,991,480			28,750,000

Statement of Operations for the period from October 5, 2020 (inception) through December 31, 2020 (audited)
Basic and diluted weighted average shares outstanding, Class A common stock		28,750,000			(21,566,092	)		7,183,908
Basic and diluted net loss per share, Class A common stock	$	—		$	(0.71	)	$	(0.71	)
Basic and diluted weighted average shares outstanding, Class B common stock		7,129,630			(1,166,986	)		5,962,644
Basic and diluted net loss per share, Class B common stock	$	(1.30	)	$	0.59		$	(0.71	)

Statement of Cash Flows for the period from October 5, 2020 (inception) through December 31, 2020 (audited)
Initial classification of Class A common stock subject to redemption	$	276,047,580		$	11,452,420		$	287,500,000
Change in value of Class A common stock subject to possible redemption	$	(8,462,380	)	$	8,462,380		$	—