Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2021

Restatement of Previously Issued Financial Statements [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock issued as part of the units sold in the Company’s initial public offering on March 22, 2021. Pursuant to such re-evaluation, the Company’s management has determined that the shares of Class A common stock include certain provisions that require classification of all of the shares of Class A common stock as temporary equity regardless of the net tangible assets redemption limitation contained in the amended and restated certificate of incorporation.

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 connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share 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.

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’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued audited balance sheet as of March 22, 2021, as previously revised in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021 should be restated to report all public shares as temporary equity and should no longer be relied upon.

There has been no change in the Company’s total assets, liabilities, or operating results.

Balance Sheet as of March 22, 2021	As Previously Reported			Adjustment			As Restated
Class A common stock subject to possible redemption	$	280,802,730		$	19,197,270		$	300,000,000
Class A common stock	$	285		$	(192	)	$	93
Additional paid-in capital	$	5,365,557		$	(5,365,557	)	$	—
Accumulated deficit	$	(366,704	)	$	(13,831,521	)	$	(14,198,225	)
Total Stockholders’ Equity (Deficit)	$	5,000,001		$	(19,197,270	)	$	(14,197,269	)
Number of shares subject to possible redemption		28,080,273			1,919,727			30,000,000