Restatement of Financial Statement

3 Months Ended

Mar. 31, 2021

Restatement of Financial Statement

Restatement of Financial Statement

Note 2 — Restatement of Financial Statement

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 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 quantitatively material to previously presented financial statements.  Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statement impacted should be restated to report all public shares as temporary equity.  As such the Company is restating March 31, 2021 period in this Quarterly Report.

Impact of the Restatement

The impact to the financial statements as of March 31, 2021 is presented below:

	As Reported		Adjustment		As Restated
Balance Sheet as of March 31, 2021
Common stocks subject to possible redemption	$	251,956,520	$	24,043,480	$	276,000,000
Class A Common stocks, $0.0001 par value		252		(252)		0
Class B Common stocks, $0.0001 par value		690		0		690
Additional Paid in Capital		(1,304,287)		1,304,287		0
Accumulated Deficit		4,999,059		(23,843,226)		(18,844,167)
Total Stockholders’ Equity (Deficit)	$	5,000,001	$	(23,843,478)	$	(18,843,477)
Number of Class A common stock subject to redemption		25,215,652		2,384,348		27,600,000
Statement of Operations for the three months ended March 31, 2021
Weighted average shares outstanding, Class A common stocks basic and diluted		27,600,000		(12,573,333)		15,026,667
Weighted average shares outstanding, Class B common stocks basic and diluted		6,900,000		0		6,900,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0	$	0.29	$	0.29
Basic and diluted net loss per share, Class B common stock	$	0.92	$	(0.63)	$	0.29
Statement of Changes in Stockholders' Equity (Deficit) for the three months ended March 31, 2021
Sale of 27,600,000 Units on February 11, 2021, net of warrant fair value	$	264,592,000	$	(264,592,000)	$	0
Excess cash over fair value for Private Placement Warrants	$	1,199,067	$	0	$	1,199,067
Subsequent remeasurement under ASC 480-10-S99 against additional paid-in capital and accumulated deficit	$	0	$	26,383,166	$	26,383,166
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited)
Supplemental disclosure of cash flow information:
Initial value of Class A common stocks subject to possible redemption	$	245,211,820	$	30,788,180	$	276,000,000
Change in value of Class A common stocks subject to possible redemption	$	6,944,702	$	(6,944,702)	$	0