Registration of securities issued in business combination transactions

Restatement of Previously Issued Financial Statements

v3.21.4
Restatement of Previously Issued Financial Statements
9 Months Ended
Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]  
Restatement of Previously Issued Financial Statements
Note 2 — Restatement of Previously Issued Financial Statements
In the Company’s previously issued financial statements, a portion of the Public Shares were classified as permanent equity in order to maintain stockholder’s equity above $5,000,000. The basis for this permanent equity classification was that the Company would consummate a Business Combination only if the Company has net tangible assets of at least $5,000,001.
In light of recent comment letters issued by the SEC to several special purpose acquisition companies (each, a “SPAC”) in which the SEC raised questions regarding the classification of any portion of a SPAC’s public shares subject to redemption as permanent equity, management
re-evaluated
the Company’s classification of a portion of the Public Shares as permanent equity under ASC
480-10-S99.
ASC
480-10-S99
provides that common stock with redemption provisions not solely within the control of the Company require such common stock to be classified as temporary equity. Upon
re-evaluation,
management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity, rather than as permanent equity.
In connection with the change in presentation, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome.
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 impacts were quantitatively material to previously presented financial statements that contained the error, reported in each of the Company’s Forms
10-Q
for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021 (the “Affected Periods”). Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statements impacted should be restated to report all Public Shares as temporary equity. As such, the Company is restating those periods in this Quarterly Report on Form
10-Q.
There has been no change in the Company’s total assets, liabilities or operating results.
The impact of the restatement on the Company’s financial statements is reflected in the following table.
 
Unaudited Balance Sheet as of March 31, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Common stock subject to possible redemption
   $ 262,428,430     $ 13,571,570     $ 276,000,000  
Common stock
     826       (136     690  
Additional
paid-in
capital
     5,049,658       (5,049,658     —    
Accumulated deficit
     (50,480     (8,521,776     (8,572,256
Total stockholders’ equity (deficit)
   $ 5,000,004     $ (13,571,570   $ (8,571,566
Number of shares subject to redemption
     26,242,843       1,357,157       27,600,000  
Unaudited Statement of Operations for the three months ended
March 31, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Basic and diluted weighted average shares outstanding, common stock subject to redemption
     19,231,241       3,875,426       23,106,667  
Basic and diluted net loss per share
   $ —       $ (0.00   $ (0.00
Basic and diluted weighted average shares outstanding, common stock
     13,815,426       (6,915,426     6,900,000  
Basic and diluted net loss per share
   $ (0.00   $ —       $ (0.00
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the
three months ended March 31, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Sale of 27,600,000 Units, net of underwriting discount and offering expenses
   $ 267,453,914     $ (267,451,154   $ 2,760  
Change in common stock subject to possible redemption
     (262,428,430     262,428,430       —    
Common stock subject to possible redemption
     —         (2,760     (2,760
Sale of 7,270,000 Private Placement Warrants through over-allotment
     —         7,270,000       7,270,000  
Subsequent remeasurement under ASC
480-10-S99
   $ —       $ (15,816,086   $ (15,816,086
Unaudited Statement of Cash Flows for the three months ended
March 31, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Initial value of common stock subject to possible redemption
   $ 227,738,380     $ 48,261,620     $ 276,000,000  
Change in value of common stock subject to possible redemption
   $ 34,690,050     $ (34,690,050   $ —    
Unaudited Balance Sheet as of June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Common stock subject to possible redemption
   $ 262,308,840     $ 13,691,160     $ 276,000,000  
Common stock
     827       (137     690  
Additional
paid-in
capital
     5,169,247       (5,169,247     —    
Accumulated deficit
     (170,069     (8,521,776     (8,691,845
Total stockholders’ equity (deficit)
   $ 5,000,005     $ (13,691,160   $ (8,691,155
Number of shares subject to redemption
     26,230,884       1,369,116       27,600,000  
Unaudited Statement of Operations for the three months ended
June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Basic and diluted weighted average shares outstanding, common stock subject to redemption
     26,242,843       1,357,157       27,600,000  
Basic and diluted net loss per share
   $ —       $ (0.00   $ (0.00
Basic and diluted weighted average shares outstanding, common stock
     8,257,157       (1,357,157     6,900,000  
Basic and diluted net loss per share
   $ (0.01   $ 0.01     $ (0.00
Unaudited Statement of Operations for the six months ended
June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Basic and diluted weighted average shares outstanding, common stock subject to redemption
     22,756,411       2,609,335       25,365,746  
Basic and diluted net loss per share
   $ —       $ (0.01   $ (0.01
Basic and diluted weighted average shares outstanding, common stock
     12,830,882       (5,930,882     6,900,000  
Basic and diluted net loss per share
   $ (0.01   $ —       $ (0.01
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the
three months ended June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Change in common stock subject to possible redemption
     119,590       (119,590     —    
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the
six months ended June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Sale of 27,600,000 Units, net of underwriting discount and offering expenses
   $ 267,453,914     $ (267,451,154   $ 2,760  
Change in common stock subject to possible redemption
     (262,308,840     262,308,840       —    
Common stock subject to possible redemption
     —         (2,760     (2,760
Sale of 7,270,000 Private Placement Warrants through over-allotment
     —         7,270,000       7,270,000  
Subsequent remeasurement under ASC
480-10-S99
   $ —       $ (15,816,086   $ (15,816,086
Unaudited Statement of Cash Flows for the six months ended
June 30, 2021
  
As
Previously
Reported
   
Adjustment
   
As Restated
 
Initial value of common stock subject to possible redemption
   $ 227,738,380     $ 48,261,620     $ 276,000,000  
Change in value of common stock subject to possible redemption
   $ 34,570,460     $ (34,570,460   $ —