Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [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, management determined it should restate its previously reported financial statements. The Company determined that at the closing of the Company’s Initial Public Offering it had improperly classified its Class A common stock subject to possible redemption at the closing of the Company’s Initial Public Offering. 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. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

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 impact was material to the previously issued audited balance sheet included in the Company’s Current Report on Form 8-K as of July 27, 2021, filed with the SEC on August 2, 2021 (the “Affected Financial Statement”) and as such the Affected Financial Statement should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statement should be restated to report all Public Shares as temporary equity. As such the Company is reporting this restatement to the Affected Financial Statement in this Annual Report.

The impact of the restatement on the Company’s balance sheet is reflected in the following table:

	As Previously Reported			Adjustment			As Restated
Class A common stock subject to possible redemption	$	134,520,720		$	15,479,280		$	150,000,000
Class A common stock	$	210		$	(155	)	$	55
Additional paid-in capital	$	5,410,026		$	(5,410,026	)	$	—
Accumulated deficit	$	(410,676	)	$	(10,069,099	)	$	(10,479,775	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(15,479,280	)	$	(10,479,275	)