Restatement of Previously Issued Financial Statements

7 Months Ended

Sep. 30, 2021

Restatementof Previously Issued Financial Statements [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 audited balance sheet included on Form 8-K. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.15 per share while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the common stock and determined that the shares 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 under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being classified as temporary equity in its entirety. 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 ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

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

The impact of the restatement on the Company’s financial statement is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of August 25, 2021 (as per form 8K filed on September 3, 2021)
Class A common stock subject to possible redemption	$	104,917,708		$	23,479,792		$	128,379,500
Class A common stock, $0.0001 par value	$	247		$	(231	)	$	16
Additional Paid in Capital	$	5,745,824		$	(5,745,824	)	$	-
Accumulated Deficit	$	(746,385	)	$	(17,733,737	)	$	(18,480,122	)
Total Stockholders’ Equity (Deficit)	$	5,000,002		$	(23,479,792	)	$	(18,479,790	)
Number of shares of Class A common stock subject to redemption		10,336,720			2,313,280			12,650,000