Revision of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Revision of Previously Issued Financial Statements

Revision of Previously Issued Financial Statements

Note 2 — Revision of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

Management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.  

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 changes and has determined that the related impacts were not material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be revised to report all public shares as temporary equity. As such the Company is revising those periods in this Quarterly Report.

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 shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Impact of the Revision 

The impact to the financial statements as of June 30, 2021, March 31, 2021 and February 11, 2021 is presented below:

	As
	Previously		Revision		As
	Reported		Adjustment		Revised
Condensed Balance Sheet as of June 30, 2021
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00	$	248,163,320	$	27,836,680	$	276,000,000
Stockholders’ equity
Class A common stock - $0.0001 par value		278		(278)		—
Class B common stock - $0.0001 par value		690		—		690
Additional paid-in capital		2,708,613		(2,676,613)		32,000
Accumulated deficit		2,290,428		(25,159,789)		(22,869,361)
Total stockholders’ equity (deficit)	$	5,000,009	$	(27,836,680)	$	(22,836,671)
Class A Shares subject to possible redemption		24,816,332		2,783,668		27,600,000
Condensed Statement Of Operations for the Three Months Ended June 30, 2021 and the Period from February 17, 2021 Through June 30,2021
Basic and diluted net loss per common share – Class A common stock for the three months ended June 30, 2021	$	—	$	(0.12)	$	(0.12)
Basic and diluted net loss per common share – Class B common stock for the three months ended June 30, 2021		(0.58)		0.46		(0.12)
Basic and diluted net income per share for the six months ended June 30, 2021	$	—	$	0.08	$	0.08
Basic and diluted net income per common share – Class B common stock for the six months ended June 30, 2021		0.33		(0.25)		0.08
Condensed Statement Of Cash Flows For The Six Months Ended June 30, 2021
Initial value of Class A common stock subject to possible redemption, as corrected	$	245,211,820	$	30,788,180	$	276,000,000
Change in value of Class A common stock subject to possible redemption	$	2,951,500	$	(2,951,500)	$	—
Condensed Balance Sheet as of March 31, 2021
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00	$	252,211,820	$	23,843,478	$	276,000,000
Stockholders’ equity
Class A common stock - $0.0001 par value		252		(252)		—
Class B common stock - $0.0001 par value		690		—		690
Additional paid-in capital		9		(9)		—
Accumulated deficit		4,999,050		(23,843,217)		(18,844,167)
Total stockholders’ equity (deficit)	$	5,000,001	$	(23,843,478)	$	(18,843,477)
Shares subject to possible redemption		25,215,652		2,384,348		27,600,000
Condensed Statement Of Operations for the three months ended March 31,2021
Basic and diluted net income per common share – Class A common stock for the three months ended March 31, 2021	$	—	$	0.29	$	0.29
Basic and diluted net income per common share – Class B common stock for the three months ended March 31, 2021		0.92		(0.63)		0.29
Condensed Statement Of Cash Flows For The Three Months Ended March 31, 2021
Initial value of Class A common stock subject to possible redemption, as corrected	$	245,211,820	$	30,788,180	$	276,000,000
Change in value of Class A common stock subject to possible redemption	$	2,951,500	$	(2,951,500)	$	—
Balance Sheet as of February 11, 2020
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00	$	245,211,820	$	30,788,180	$	276,000,000
Stockholders’ equity
Class A common stock - $0.0001 par value		308		(308)		—
Class B common stock - $0.0001 par value		690		—		690
Additional paid-in capital		5,666,052		(5,666,502)		—
Accumulated deficit		(667,046)		(25,121,820)		(25,788,866)
Total stockholders’ equity (deficit)	$	5,000,004	$	(30,788,180)	$	(25,788,176)
Class A Shares subject to possible redemption		24,521,182		3,078,818		27,600,000