Revision of Previously Issued Financial Statements

4 Months Ended

Jun. 30, 2021

Condensed Financial Information Disclosure [Abstract]

Revision of Previously Issued Financial Statements

Note 2 — Revision of Previously Issued Financial Statements

In the Company’s balance sheet dated August 30, 2021, filed on Form 8-K on September 3, 2021, a portion of the public shares were classified as permanent equity to maintain shareholder’s equity above $5 million on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its shareholder’s equity above $5 million as “shares not subject to redemption.” However, in light of recent comment letters issued by the SEC to multiple special purpose acquisition companies, management re-evaluated the Company’s accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of August 30, 2021, should be revised to report all public shares as temporary equity. As such the Company is revising its August 30, 2021 balance sheet in this Quarterly Report.

Impact of the Revision 

The impact to the balance sheet dated August 30, 2021, filed on Form 8-K on September 3, 2021 related to the impact of accounting for all public shares as temporary equity resulted in a $23.5 million increase to the Class A common stock subject to redemption mezzanine equity line item on August 30, 2021 and an offsetting decrease to total stockholder’ equity which is reflected in the changes to the Class A common stock, additional paid in capital, and accumulated deficit lines.

	As of August 30, 2021
	As Previously Reported			Revision Adjustment			As Revised
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.15	$	104,917,708		$	23,479,792		$	128,397,500
Stockholders’ equity
Class A common stock - $0.0001 par value		247			(231	)		16
Class B common stock - $0.0001 par value		316			—			316
Additional paid-in-capital		5,745,824			(5,745,824	)		—
Accumulated deficit		(746,385	)		(17,733,737	)		(18,480,122	)
Total stockholders’ equity	$	5,000,002		$	(23,479,792	)	$	(18,479,790	)
Shares subject to possible redemption		10,336,720			2,313,280			12,650,000