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

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 identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that 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 shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment 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 change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common stock calculated to allocate net income (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 pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss).

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

    

As Previously

    

    

Balance Sheet as of August 18, 2020 (audited)

Reported

Adjustment

As Restated

Class A common stock subject to possible redemption

$

176,443,060

$

23,556,940

$

200,000,000

Class A common stock

$

301

$

(236)

$

65

Additional paid-in capital

$

5,837,483

$

(5,837,483)

$

Accumulated deficit

$

(838,356)

$

(17,719,221)

$

(18,557,577)

Total Stockholders' Equity (Deficit)

$

5,000,003

$

(23,556,940)

$

(18,556,937)

Balance Sheet as of September 30, 2020 (unaudited)

Class A common stock subject to possible redemption

$

205,177,310

$

24,822,690

$

230,000,000

Class A common stock

$

313

$

(248)

$

65

Additional paid-in capital

$

5,453,221

$

(5,453,221)

$

Accumulated deficit

$

(454,099)

$

(19,369,221)

$

(19,823,320)

Total Stockholders' Equity (Deficit)

$

5,000,010

$

(24,822,690)

$

(19,822,680)

Balance Sheet as of December 31, 2020 (audited)

Class A common stock subject to possible redemption

$

203,568,640

$

26,431,360

$

230,000,000

Class A common stock

$

329

$

(264)

$

65

Additional paid-in capital

$

7,061,874

$

(7,061,874)

$

Accumulated deficit

$

(2,062,769)

$

(19,369,222)

$

(21,431,991)

Total Stockholders’ Equity (Deficit)

$

5,000,009

$

(26,431,360)

$

(21,431,351)

Balance Sheet as of March 31, 2021 (unaudited)

Class A common stock subject to possible redemption

$

208,210,350

$

21,789,650

$

230,000,000

Class A common stock

$

283

$

(218)

$

65

Additional paid-in capital

$

2,420,210

$

(2,420,210)

$

Accumulated deficit

$

2,578,941

$

(19,369,222)

$

(16,790,281)

Total Stockholders' Equity (Deficit)

$

5,000,009

$

(21,789,650)

$

(16,789,641)

Balance Sheet as June 30, 2021 (unaudited)

Class A common stock subject to possible redemption

$

203,540,920

$

26,459,080

$

230,000,000

Class A common stock

$

330

$

(265)

$

65

Additional paid-in capital

$

7,089,593

$

(7,089,593)

$

Accumulated deficit

$

(2,090,494)

$

(19,369,222)

$

(21,459,716)

Total Stockholders' Equity (Deficit)

$

5,000,004

$

(26,459,080)

$

(21,459,076)

Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding, Class A Common Stock

 

18,952,768

 

(8,094,616)

 

10,858,152

Basic and diluted net (loss) per share, Class A

$

$

(.03)

$

(.03)

Basic and diluted weighted average shares outstanding, Class B Common Stock

 

3,374,881

 

(1,926,749)

 

5,301,630

Basic and diluted net (loss) per share, Class B Common Stock

$

$

(.03)

$

(.03)

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding, Class A Common Stock

 

18,952,768

 

(15,306,965)

 

3,645,803

Basic and diluted net (loss) per share, Class A

$

$

(.05)

$

(.05)

Basic and diluted weighted average shares outstanding, Class B Common Stock

 

3,424,425

 

1,494,371

 

4,918,796

Basic and diluted net (loss) per share, Class B Common Stock

$

$

(.05)

$

(.05)

Statement of Operations for the Year Ended December 31, 2020 (audited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

20,323,974

181,518

20,505,492

Basic and diluted net (loss) per share, Class A

$

$

(0.08)

$

(0.08)

Basic and diluted weighted average shares outstanding, Class B Common Stock

2,318,726

2,809,006

5,127,732

Basic and diluted net (loss) per share, Class B Common Stock

$

(0.89)

$

0.81

$

(0.08)

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

Basic and diluted weighted average shares outstanding, Class A Common Stock

21,693,414

1,956,586

23,650,000

Basic and diluted net (loss) per share, Class A

$

$

0.16

$

0.16

Basic and diluted weighted average shares outstanding, Class B Common Stock

9,043,136

(3,293,136)

5,750,000

Basic and diluted net (loss) per share, Class B Common Stock

$

0.51

$

(0.35)

$

0.16

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

Basic and diluted weighted average shares outstanding, Class A Common Stock

20,821,035

2,828,965

23,650,000

Basic and diluted net (loss) per share, Class A

$

$

(0.16)

$

(0.16)

Basic and diluted weighted average shares outstanding, Class B Common Stock

8,485,715

(2,735,715)

5,750,000

Basic and diluted net (loss) per share, Class B Common Stock

$

(0.54)

$

0.38

$

(0.16)

Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

21,926,782

1,723,218

23,650,000

Basic and diluted weighted average shares outstanding, Class B Common Stock

8,809,768

(3,059,768)

5,750,000

Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited)

Initial classification of Class A common stock subject to possible redemption

$

204,793,060

$

25,206,940

$

230,000,000

Change in value of Class A common stock subject to possible redemption

$

384,250

$

(384,250)

$

Statement of Cash Flows for the Year Ended December 31, 2020 (audited)

Initial classification of Class A common stock subject to possible redemption

$

204,793,060

$

25,206,940

$

230,000,000

Change in value of Class A common stock subject to possible redemption

$

(1,224,420)

$

1,224,420

$

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

Change in value of Class A common stock subject to possible redemption

$

4,641,710

$

(4,641,710)

$

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

Change in value of Class A common stock subject to possible redemption

$

(27,720)

$

27,720

$

Statement of Changes in Stockholders' Equity (Deficit) for the Period Ended September 30, 2020 (unaudited)

Sale of 23,000,000 Units, net of underwriting discounts

204,482,544

(204,482,544)

Class A common stock subject to possible redemption

(205,177,310)

205,177,310

Accretion to common stock subject to redemption amount

(25,517,456)

(25,517,456)

Total Stockholders' Equity

5,000,010

(24,822,689)

(19,822,680)

Statement of Changes in Stockholders' Equity (Deficit) for the Year Ended December 30, 2020 (audited)

Change in value of common stock subject to redemption

1,608,670

(1,608,670)

Total Stockholders' Equity

5,000,009

(26,431,360)

(21,431,351)

Statement of Changes in Stockholders' Equity (Deficit) for the Period Ended March 31, 2021 (unaudited)

Change in value of common stock subject to redemption

(4,641,710)

(4,641,710)

Total Stockholders' Equity

5,000,009

(21,789,650)

(16,789,641)

Statement of Changes in Stockholders' Equity (Deficit) for the Period Ended June 30, 2021 (unaudited)

 

  

 

  

 

  

Change in value of common stock subject to redemption

4,669,430

(4,669,430)

Total Stockholders' Equity

5,000,004

(26,459,080)

(21,459,076)