Quarterly report pursuant to Section 13 or 15(d)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

v3.21.2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
8 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

After preparing and filing the Company's unaudited condensed financial statements as of September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 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 determined the shares of 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 that a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the shares of Class A Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. In connection with the change in presentation for the Class A common stock subject to possible redemption , the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

Therefore, 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 the (i) previously issued initial balance sheet dated June 11, 2021 as filed with the SEC on June 17, 2021; and (ii) the unaudited condensed interim financials for the quarterly period ended June 30, 2021, as filed with the SEC on August 12, 2021 (“the Affected Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present (i) all Class A common stock subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Periods in this quarterly report.

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

The impact of the restatements noted above on the Company’s previously issued financial statements is as follows:

    

As Previously

    

    

Balance Sheet as of June 11, 2021 (audited)

Reported

Adjustment

As Restated

Class A common stock subject to possible redemption

$

131,721,200

$

18,278,800

$

150,000,000

Class A common stock

$

183

$

(183)

$

Additional paid-in capital

$

5,290,819

$

(5,290,819)

$

Accumulated deficit

$

(291,432)

$

(12,987,798)

$

(13,279,230)

Total Stockholders’ Equity (Deficit)

$

5,000,001

$

(18,278,800)

$

(13,278,799)

Shares of Class A common stock subject to possible redemption

13,172,120

1,827,880

15,000,000

Shares of Class A common stock

1,827,880

(1,827,880)

Balance Sheet as of June 30, 2021 (unaudited)

Class A common stock subject to possible redemption

$

131,023,510

$

18,976,490

$

150,000,000

Class A common stock

$

190

$

(190)

$

Additional paid-in capital

$

5,988,502

$

(5,988,502)

$

Accumulated deficit

$

(989,113)

$

(12,987,798)

$

(13,976,911)

Total Stockholders’ Equity (Deficit)

$

5,000,010

$

(18,976,490)

$

(13,976,480)

Shares of Class A common stock subject to possible redemption

13,102,351

1,897,649

15,000,000

Shares of Class A common stock

1,897,649

(1,897,649)

    

    

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2021 (unaudited)

    

As Previously Reported

    

Adjustment

As Restated

Sales of 15,000,000 Units, net of underwriting discounts

$

136,800,951

$

(136,800,951)

 

Proceeds received in excess of fair value of 5,250,000 Private Placement Warrants, net of offering costs

$

186,682

$

(186,682)

 

Initial value of common stock subject to possible redemption at IPO date

$

(131,721,200)

$

131,721,200

 

Change in value of common stock subject to redemption

$

697,690

$

(697,690)

 

Accretion for Class A common stock to redemption amount

$

$

(13,012,367)

$

(13,012,367)

Total stockholders’ equity (deficit)

$

5,000,010

$

(18,976,490)

$

(13,976,480)

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

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

13,172,120

(11,061,009)

2,111,111

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

$

$

(0.17)

$

(0.17)

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

5,577,880

(1,827,880)

3,750,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.18)

$

0.01

$

(0.17)

Statement of Operations for the Period from February 12, 2021 through June 30, 2021 (unaudited)

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

13,172,120

(11,061,009)

2,111,111

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

$

$

(0.17)

$

(0.17)

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

4,007,257

(257,257)

3,750,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.25)

$

0.08

$

(0.17)

Statement of Cash Flows for the Period from February 12, 2021 through June 30, 2021 (unaudited)

Initial classification of Class A common stock subject to possible redemption

$

131,721,200

$

18,278,800

$

150,000,000