RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

8 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with SEC pronouncements related to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), the Company re-evaluated its accounting of the Public Shares. As a result, the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares. The Company has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.10per share, while also taking into consideration that pursuant to the Company’s Amended and Restated Certificate of Incorporation, a redemption cannot result in net tangible assets being less than $5,000,001. Pursuant to the updated analysis, management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s condensed balance sheet.

The Company assessed the materiality of these corrections on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality and Topic 1.A, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections. As a result of this assessment, the Company determined that the corrections were material to the previously filed and restated financial statements that contained the error as initially reported in the Company’s Form 8-K as of March 17, 2021, and the Forms 10-Q for the quarterly periods ended March 31, 2021 June 30, 2021, and September 30, 2021 (collectively, the “Affected Periods”). Therefore, the Company concluded that the Affected Periods should be restated to present all Public Shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of the Initial Public Offering, with a resulting decrease in additional paid-in capital and increase in accumulated deficit. As such, the Company is reporting these restatements to the Affected Periods in this Amendment.

In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock and shares of Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all classes of common stock share pro-rata in the net income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities, or operating results for all periods presented, or in the amount of cash in the Trust Account.

The impact of the restatement on the financial statements for the Affected Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 17, 2021:

	As of March 17, 2021
	As Previously Reported		Adjustments			As Adjusted
Class A Subject to Redemption	$	90,472,172	$	6,099,748		$	96,571,920
Class A common	$	70	$	(70	)	$	-
APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 31, 2021:

	As of March 31, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted
Class A Subject to Redemption	$	90,472,172	$	6,099,748		$	96,571,920
Class A common	$	70	$	(70	)	$	-
APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of June 30, 2021:

	As of June 30, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted
Class A Subject to Redemption	$	94,259,273	$	6,099,748		$	100,359,021
Class A common	$	70	$	(70	)	$	-
APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of September 30, 2021:

	As of September 30, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted
Class A Subject to Redemption	$	94,259,273	$	6,099,748		$	100,359,021
Class A common	$	70	$	(70	)	$	-
APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)