Restatements of Previously Issued Financial Statements

7 Months Ended

Sep. 30, 2021

Restatements Of Previously Issued Financial Statements

Restatements of Previously Issued Financial Statements

Note 2. Restatements of Previously Issued Financial Statements

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in 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 10,197,129 shares and 10,513,519 shares of Class A common stock in temporary equity on June 28, 2021 and June 30, 2021. 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.

Management reviewed the Company’s initial application of ASC 480-10-S99-3A to its accounting classification of public shares and determined that the public shares include certain redemption provisions outside of the Company’s control that require the public shares to be presented 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 impact was material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report all public shares as temporary equity. As such the Company is reporting upon restatements to those periods in this Quarterly Report.

The following tables summarize the effect of the restatements on Balance Sheet line items as of June 11, 2021 and June 30, 2021, Statement of Operations, Statement of Changes in Stockholders’ Equity and Statement of Cash Flow line items as of June 30, 2021, indicated:

	As of June 28, 2021
	As previously reported			Restatement adjustment			As restated
Balance Sheet:
Class A common stock subject to possible redemption;		104,010,715			13,289,285			117,300,000
Stockholders’ Equity/ (Deficit)								-
Class A common stock, $0.0001 par value;		183			(130	)		53
Class B common stock $0.0001 par value;		288			-			288
Additional paid-in capital		5,262,250			(5,262,250	)		-
Accumulated deficit		(262,720	)		(8,026,904	)		(8,289,624	)
Total Stockholder’s Equity		5,000,001			(13,289,285	)		(8,289,284	)
Total Liabilities and Stockholder’s Equity	$	118,588,822		$	-		$	118,588,822
Shares of Class A common stock subject to possible redemption		10,197,129			1,302,871			11,500,000

	As of June 30, 2021
	As previously reported			Restatement adjustment			As restated
Balance Sheet:
Class A common stock subject to possible redemption;		102,528,914			14,771,086			117,300,000
Stockholders’ Equity/ (Deficit)
Class A common stock, $0.0001 par value;		151			(98	)		53
Class B common stock, $0.0001 par value;		288			-			288
Additional paid-in capital		6,744,084			(6,744,084	)		-
Accumulated deficit		(1,744,522	)		(8,026,903	)		(9,771,425	)
Total Stockholder’s Equity		5,000,001			(14,771,085	)		(9,771,084	)
Total Liabilities and Stockholder’s Equity	$	118,579,327		$	-		$	118,579,327
Statement of Operations:
Weighted average shares outstanding of Class A common stock subject to redemption		10,302,592			1,197,408			11,500,000
Basic and diluted net income per common stock	$	0.00		$	(0.12	)	$	(0.12	)
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		2,916,414			(28,738	)		2,887,676
Basic and diluted net income per common stock	$	(0.59	)	$	(0.47	)	$	(0.12	)
Statement of Changes in Stockholders’ Equity:
Initial shares subject to possible redemption		(104,010,715	)		104,010,715			-
Change in shares subject to possible redemption		1,481,801			(1,481,801	)		-
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99		-			(117,300,000	)		(117,300,000	)
Statement of Cash Flows:
Initial classification of common stock subject to possible redemption		104,010,715			(104,010,715	)		-
Change in shares subject to possible redemption		(1,481,801	)		1,481,801			-
Initial classification of Class A Common Stock Subject to Redemption		-			117,300,000			117,300,000

NORTHERN LIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS