Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with ASC 480-10-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 had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B common stock share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	June 30, 2021
	Previously Reported			Adjustment			As Restated
Condensed Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	201,936,670		$	22,063,330		$	224,000,000
Class A common stock	$	221		$	(221	)	$	—
Retained earnings (accumulated deficit)	$	4,999,228		$	(22,063,109	)	$	(17,063,881	)
Total stockholders' equity (deficit)	$	5,000,009		$	(22,063,330	)	$	(17,063,321	)
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A Common Stock		20,193,667			2,206,333			22,400,000
Basic and diluted net income per share, Class A Common Stock	$	0.00		$	0.33		$	0.33
Basic and diluted weighted average shares outstanding, Class B Common Stock (1)		7,806,333			(2,206,333	)		5,600,000
Basic and diluted net income per share, Class B Common Stock	$	1.19		$	(0.86	)	$	0.33
Condensed Statement of Operations for the Period from January 12, 2021 (Inception) Through June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A Common Stock		20,193,667			(7,071,774	)		13,121,893
Basic and diluted net income per share, Class A Common Stock	$	0.00		$	0.37		$	0.37
Basic and diluted weighted average shares outstanding, Class B Common Stock (1)		7,557,812			(2,206,333	)		5,351,479
Basic and diluted net income per share, Class B Common Stock	$	0.89		$	(0.52	)	$	0.37
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited)
Measurement adjustment of redeemable common stock	$	(9,271,372	)	$	9,271,372		$	—
Supplemental disclosures of non-cash investing and financing activities
Class A common stock subject to possible redemption	$	201,936,670		$	(201,936,670	)	$	—
Accretion of Class A common stock subject to redemption to redemption value	$	—		$	23,833,338		$	23,833,338

(1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances.

	March 31, 2021
	Previously Reported			Adjustment			As Restated
Condensed Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	192,665,298		$	31,334,702		$	224,000,000
Class A common stock	$	313		$	(313	)	$	—
Additional paid-in capital	$	7,525,476		$	(7,525,476	)	$	—
Accumulated deficit	$	(2,526,353	)	$	(23,808,913	)	$	(26,335,266	)
Total stockholders' equity (deficit)	$	5,000,011		$	(31,334,702	)	$	(26,334,691	)
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A Common Stock		19,266,530			(16,969,094	)		2,297,436
Basic and diluted net loss per share, Class A Common Stock	$	(0.00	)	$	(0.34	)	$	(0.34	)
Basic and diluted weighted average shares outstanding, Class B Common Stock (1)		8,733,470			(3,671,932	)		5,061,538
Basic and diluted net loss per share, Class B Common Stock	$	(0.29	)	$	(0.05	)	$	(0.34	)
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited)
Sale of 22,400,000 units in Initial Public Offering, net of offering costs	$	200,390,996		$	(200,390,996	)	$	—
Class A common stock subject to possible redemption	$	(192,665,299	)	$	192,665,299		$	—
Accretion of Class A common stock to redemption amount	$	—		$	(23,833,338	)	$	(23,833,338	)
Condensed Statement of Cash Flows for the Three Months
Supplemental disclosures of non-cash investing and financing activities
Class A common stock subject to possible redemption	$	192,665,299		$	(192,665,299	)	$	—
Accretion of Class A common stock to redemption amount	$	—		$	23,833,338		$	23,833,338

⁽¹⁾ Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances.

	March 23, 2021
	Previously Reported			Adjustment			As Restated
Condensed Balance Sheet (audited)
Class A common stock subject to possible redemption	$	194,372,131		$	29,627,869		$	224,000,000
Class A common stock	$	296		$	(296	)	$	—
Additional paid-in capital	$	5,910,281		$	(5,910,281	)	$	—
Accumulated deficit	$	(911,151	)	$	(23,717,292	)	$	(24,628,443	)
Total stockholders' equity (deficit)	$	5,000,001		$	(29,627,869	)	$	(24,627,868	)