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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
 9 Months Ended
Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]  
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, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC’s and its staff’s guidance on redeemable equity instruments, 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 previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets.  Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.


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 corrections and has determined that the related impact was material to the previously filed financial statements that contained the prior classification, reported in the Company’s Form 10-Qs  for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the  Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements the Affected Quarterly Periods in this quarterly report.


In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per share of common stock calculation to allocate net income (loss) evenly to Class A and Class B 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 (loss) of the Company.


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 table.
Balance Sheet as of March 31, 2021 (unaudited)    
As
Previously
Reported
       Adjustment
      As Restated
 
Class A common stock subject to possible redemption
  
$
218,816,690
    
$
22,683,310
    
$
241,500,000
  
Class A common stock
  
$
227
    
$
(227
)
  
$
—
  
Additional paid-in capital
  
$
—
    
$
—
    
$
—
  
Accumulated deficit
  
$
4,999,177
    
$
(22,683,083
)
  
$
(17,683,906
)
Total Stockholders’ Equity (Deficit)
  
$
5,000,008
    
$
(22,683,310
)
  
$
(17,683,302
)
Number of Class A shares subject to possible redemption
    
21,881,669
      
2,268,331
      
24,150,000
  

Balance Sheet as of June 30, 2021 (unaudited)
Class A common stock subject to possible redemption
  
$
214,987,140
    
$
26,512,860
    
$
241,500,000
  
Class A common stock
  
$
265
    
$
(265
)
  
$
—
  
Additional paid-in capital
  
$
3,049,852
    
$
(3,049,852
)
  
$
—
  
Accumulated deficit
  
$
1,949,289
    
$
(23,462,743
)
  
$
(21,513,454
)
Total Stockholders’ Equity (Deficit)
  
$
5,000,010
    
$
(26,512,860
)
  
$
(21,512,850
)
Number of Class A shares subject to possible redemption
    
21,498,714
      
2,651,286
      
24,150,000
  

Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
    
24,150,000
      
(24,150,000
)
    
—
  
Basic and diluted net income per share, Common stock subject to possible redemption
  
$
—
     $ —    
$
—
  
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
    
5,783,750
      
(5,783,750
)
     —
  
Basic and diluted net income per share, Non-redeemable common stock
  
$
1.00
    
$
(1.00
)
   $ —  
Basic and diluted weighted average shares outstanding, Class A common stock
    
—
    
$
16,368,333
    
$
16,368,333
  
Basic and diluted net income per share, Class A common stock
  
$
—
    
$
0.26
    
$
0.26
  
Basic and diluted weighted average shares outstanding, Class B common stock
    
—
      
5,783,750
      
5,783,750
  
Basic and diluted net income per share, Class B common stock
  
$
—
    
$
0.26
    
$
0.26
  

Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
    
24,150,000
      
(24,150,000
)
    
—
  
Basic and diluted net income per share, Common stock subject to possible redemption
  
$
—
    
$
—
    
$
—
  
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
    
6,037,500
      
(6,037,500
)
    
—
  
Basic and diluted net income per share, Non-redeemable common stock
  
$
(0.63
)
  
$
0.63
     $ —  
Basic and diluted weighted average shares outstanding, Class A common stock
     —
    
$
24,150,000
    
$
24,150,000
  
Basic and diluted net income per share, Class A common stock
  
$
—
    
$
(0.13
)
  
$
(0.13
)
Basic and diluted weighted average shares outstanding, Class B common stock
    
—
      
6,037,500
      
6,037,500
  
Basic and diluted net income per share, Class B common stock
  
$
—
    
$
(0.13
)
  
$
(0.13
)

Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
    
24,150,000
      
(24,150,000
)
    
—
  
Basic and diluted net income per share, Common stock subject to possible redemption
  
$
—
    
$
—
    
$
—
  
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
    
5,911,326
      
(5,911,326
)
    
—
  
Basic and diluted net income per share, Non-redeemable common stock
  
$
0.33
    
$
(0.33
)
   $ —  
Basic and diluted weighted average shares outstanding, Class A common stock
    
—
    
$
20,280,663
    
$
20,280,663
  
Basic and diluted net income per share, Class A common stock
  
$
—
    
$
0.07
    
$
0.07
  
Basic and diluted weighted average shares outstanding, Class B common stock
    
—
      
5,911,326
      
5,911,326
  
Basic and diluted net income per share, Class B common stock
  
$
—
    
$
0.07
      
0.07
  

Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 24,150,000 Units, net of underwriting discounts, offering costs and warrant liability
  
$
218,012,861
    
$
(218,012,861
)
  
$
—
  
Class A common stock subject to possible redemption
  
$
(218,816,690
)
  
$
218,816,690
    
$
—
  
Accretion for Class A common stock to redemption amount
  
$
—
    
$
(23,487,139
)
  
$
(23,487,139
)
Total Stockholders’ Equity (Deficit)
  
$
5,000,008
    
$
(22,683,310
)
  
$
(17,683,302
)

Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of Class A common stock subject to possible redemption
  
$
3,829,550
    
$
(3,829,550
)
  
$
—
  
Total Stockholders’ Equity (Deficit)
  
$
5,000,010
    
$
(26,512,860
)
  
$
(21,512,850
)

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Non-Cash investing and financial activities:
Initial classification of Class A common stock subject to possible redemption
  
$
208,954,220
    
$
(208,954,220
)
  
$
—
  
Change in value of Class A common stock subject to possible redemption
  
$
9,862,470
    
$
(9,862,470
)
  
$
—
  

Statement of Cash Flows for the Three Months Ended June 30, 2021 (Unaudited)

Non-Cash investing and financial activities:
Initial classification of Class A common stock subject to possible redemption
  
$
208,954,220
    
$
(208,954,220
)
  
$
—
  
Change in value of Class A common stock subject to possible redemption
  
$
6,032,920
    
$
(6,032,920
)
  
$
—