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

The Company has followed ASC Topic 480, “Distinguishing Liabilities from Equity,” in accounting for the redeemable shares of Class A common stock. This included recording the redeemable shares of Class A common stock in temporary equity on the balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem shares of Class A common stock that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions.

In November 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained stockholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also restated its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B common stock.

On February 4, 2022, the Company’s management and the Audit Committee concluded that the unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Q2 Form 10-Q, filed with the SEC on August 12, 2021, included in the Q3 Form 10-Q (the “Affected Period”), should be restated to classify all of the Public Shares as temporary equity.

Impact of the Restatement

The following tables summarize the effect of the restatement on each of the line items in the financial statements as of the date and for the period, indicated:

		As Previously
		Reported		Adjustment		As restated
Balance sheet June 30, 2021
Total assets	$	231,314,394	$	—	$	231,314,394
Total liabilities	$	23,759,107	$	(18,660)	$	23,740,447
Class A common stock subject to redemption	$	202,555,280	$	27,444,720	$	230,000,000
Stockholders’ equity (deficit)
Class A common stock		274		(274)		—
Class B common stock		575		—		575
Additional paid-in capital		5,531,545		(5,531,545)		—
Accumulated deficit		(532,386)		(21,894,241)		(22,426,627)
Total stockholders’ equity (deficit)	$	5,000,008	$	—	$	(22,426,052)
Total liabilities, Class A stock subject to redemption and stockholders’ equity (deficit)	$	231,314,395	$	—	$	231,314,395

	As Previously
Statement of Operations – Three Months ended June 30, 2021	Reported		Adjustments		As restated
Net loss		(525,684)		—		(525,684)
Basic and diluted weighted average shares outstanding, Class A common stock		23,000,000		(12,131,868)		10,868,132
Basic and diluted net loss per share of Class A common stock	$	—	$	(0.04)	$	(0.04)
Weighted average number of shares of shares outstanding, Class B common stock		5,750,000		—		5,750,000
Basic and diluted net loss per share of Class B common stock	$	(0.09)	$	0.07	$	(0.02)

	As Previously
Statement of Operations – Six Months ended June 30, 2021	Reported		Adjustments		As restated
Net loss		(530,317)		—		(530,317)
Basic and diluted weighted average shares outstanding, Class A common stock		23,000,000		(17,505,556)		5,494,444
Basic and diluted net loss per share of Class A common stock	$	—	$	(0.08)	$	(0.08)
Weighted average number of shares of shares outstanding, Class B common stock		5,750,000		—		5,750,000
Basic and diluted net loss per share of Class B common stock	$	(0.09)	$	0.07	$	(0.02)