Quarterly report pursuant to Section 13 or 15(d)

Restatement of Previously Issued Financial Statements

v3.21.2
Restatement of Previously Issued Financial Statements
9 Months Ended
Sep. 30, 2021
Restatement of Previously Issued Financial Statements  
Restatement of Previously Issued Financial Statements

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 financial statements. The Company previously determined the value of the Class A common stock subject to possible redemption to be equal to the redemption value, reduced due to the provision in its certificate of incorporation that a redemption in connection with an initial Business Combination cannot result in net tangible assets being less than $5,000,001. However, during the preparation of the Company’s financial statements as of September 30, 2021, management determined that, notwithstanding the provision in the certificate of incorporation described above, the Class A common stock 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. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a correction of an error related to temporary equity and permanent equity. This resulted in a restatement 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 correction of the error for the Class A common stock subject to redemption, the Company also restated its net loss per common share calculation to allocate net 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.

The impact of the restatement on the Company’s financial statements is reflected in the following table.

    

As Previously 

    

    

Balance Sheet as of February 23, 2021 (audited)

Reported

Adjustment

As Restated

Common stock subject to possible redemption

$

308,495,000

$

36,505,000

$

345,000,000

Common stock

$

365

$

(365)

$

Additional paid-in capital

$

6,416,183

$

(6,416,183)

$

Accumulated deficit

$

(1,417,402)

$

(30,088,452)

$

(31,505,854)

Total Stockholders’ Equity (Deficit)

$

5,000,009

$

(36,505,000)

$

(31,504,991)

Balance Sheet as of March 31, 2021 (unaudited)

 

  

 

  

 

  

Common stock subject to possible redemption

$

310,344,014

$

34,658,003

$

345,002,017

Common stock

$

347

$

(347)

$

Additional paid-in capital

$

4,567,187

$

(4,567,187)

$

Retained earnings (Accumulated deficit)

$

431,609

$

(30,090,469)

$

(29,658,860)

Total Stockholders’ Equity (Deficit)

$

5,000,006

$

(34,658,003)

$

(29,657,997)

Balance Sheet as of June 30, 2021 (unaudited)

 

  

 

  

 

  

Common stock subject to possible redemption

$

310,050,840

$

34,956,420

$

345,007,260

Common stock

$

349

$

(349)

$

Additional paid-in capital

$

4,860,359

$

(4,860,359)

$

Retained earnings (Accumulated deficit)

$

138,435

$

(30,095,712)

$

(29,957,277)

Total Stockholders’ Equity (Deficit)

$

5,000,006

$

(34,956,420)

$

(29,956,414)

Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

 

12,339,800

 

1,460,200

 

13,800,000

Basic and diluted net income per share, Class A common stock subject to possible redemption

$

$

0.02

$

0.02

Basic and diluted weighted average shares outstanding, Class B common stock non-redeemable

 

10,085,200

 

(1,460,200)

 

8,625,000

Basic and diluted net income (loss) per share, Class B common stock non-redeemable

$

0.04

$

(0.02)

$

0.02

Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

 

31,034,220

 

3,465,780

 

34,500,000

Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption

$

$

(0.01)

$

(0.01)

Basic and diluted weighted average shares outstanding, Class B common stock non-redeemable

 

12,119,916

 

(3,494,916)

 

8,625,000

Basic and diluted net income (loss) per share, Class B common stock non-redeemable

$

(0.02)

$

0.01

$

(0.01)

Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

 

30,981,858

 

(6,774,676)

 

24,207,182

Basic and diluted net income per share, Class A common stock subject to possible redemption

$

 

$

Basic and diluted weighted average shares outstanding, Class B common stock non-redeemable

 

10,704,777

 

(2,079,777)

 

8,625,000

Basic and diluted net income (loss) per share, Class B common stock non-redeemable

$

0.01

$

(0.01)

$

Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited)

 

  

 

  

 

  

Sale of 34,500,000 Units, net of underwriting discounts, offering costs and warrant liability

$

314,887,411

$

(314,887,411)

$

Class A common stock subject to possible redemption

$

(308,495,000)

$

308,495,000

$

Change in value of class A common stock subject to redemption

$

(1,849,014)

$

1,849,014

$

Accretion for Class A common stock subject to redemption amount

$

$

(30,114,606)

$

(30,114,606)

Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Change in value of class A common stock subject to redemption

$

293,174

$

(293,174)

$

Accretion for Class A common stock subject to redemption amount

$

$

(5,243)

$

(5,243)

Statement of Changes in Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Change in value of class A common stock subject to redemption

$

293,174

$

(293,174)

$

Accretion for Class A common stock subject to redemption amount

$

$

(30,119,849)

$

(30,119,849)

Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Change in value of common stock subject to possible redemption

$

(1,555,840)

$

1,563,100

$

7,260