Restatement of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2021

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

(3)   Restatement of Previously Issued Financial Statements

On March 23, 2022, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued unaudited financial statements for the quarter ended June 30, 2021, which were included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on July 16, 2021. Considering such restatement, the Company concluded that such unaudited financial statements should no longer be relied upon.

The Company determined that it needed to account for the Forward Purchase Agreement (as defined in note 4) as a single freestanding financial instrument versus two freestanding financial instruments under which the equity to be issued would get equity treatment and the underlying warrants to be issued were accounted for in accordance with the guidance contained in ASC Topic 815, Derivatives and Hedging. As a result of assessing the Forward Purchase Agreement as a single freestanding financial instrument, the Company now classifies the entirety of the Forward Purchase Agreement as a liability at its fair value and adjusts the Forward Purchase Agreement to fair value at each reporting period through the statements of operations.

The impact of the restatement, described above, and other immaterial adjustments on the Company’s unaudited condensed balance sheet as of June 30, 2021, the unaudited condensed statement of operations for the three and six months ended June 30, 2021; and the unaudited condensed statement of cash flows for the six months ended June 30, 2021 are reflected in the following table:

		As previously reported	Adjustments	As restated
Condensed Balance Sheet as of June 30, 2021
Total current liabilities	$	728,371	157,785	886,156
Forward Purchase Agreement	$	2,708,500	12,968,175	15,676,675
Total liabilities	$	71,520,421	13,125,960	84,646,381
Accumulated deficit	$	(69,856,840)	(13,125,960)	(82,982,800)
Total stockholders’ equity (deficit)	$	(69,831,840)	(13,125,960)	(82,957,800)
Condensed Statement of Operations for the three months ended June 30, 2021
Loss from operations	$	(703,215)	(37,772)	(740,987)
Realized and unrealized gains (losses), net	$	27,412,950	(1,738,003)	25,674,947
Total other income (expense)	$	27,427,288	(1,738,003)	25,689,285
Net earnings (loss)	$	26,724,073	(1,775,775)	24,948,298
Basic and diluted net earnings (loss) per Series A common stock	$	—	0.35	0.35
Basic and diluted net earnings (loss) per Series F common stock	$	1.86	(1.51)	0.35
Condensed Statement of Operations for the six months ended June 30, 2021
Loss from operations	$	(1,434,303)	(157,785)	(1,592,088)
Realized and unrealized gains (losses), net	$	(17,772,938)	(12,968,175)	(30,741,113)
Total other income (expense)	$	(17,748,517)	(12,968,175)	(30,716,692)
Net earnings (loss)	$	(19,182,820)	(13,125,960)	(32,308,780)
Basic and diluted net earnings (loss) per Series A common stock	$	—	(1.30)	(1.30)
Basic and diluted net earnings (loss) per Series F common stock	$	(1.36)	0.06	(1.30)
Condensed Statement of Cash Flows for the six months ended June 30, 2021
Net earnings (loss)	$	(19,182,820)	(13,125,960)	(32,308,780)
Realized and unrealized (gains) losses, net	$	17,772,938	12,968,175	30,741,113
Changes in accounts payable	$	(390,925)	157,785	(233,140)