Quarterly report pursuant to Section 13 or 15(d)

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

v3.21.2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
9 Months Ended
Sep. 30, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS  
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s condensed consolidated 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 that 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.

The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the  current presentation, and an explanatory footnote will be provided.

The accompanying statements of changes in stockholders' equity and cash flows no longer present the change in redeemable shares to align with the presentation of all Class A redeemable common stock as temporary equity.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation 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 stock share per rata in the income/loss of the Company. There has been no change to the Company's total assets, liabilities or operating results.

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

As Previously

    

Reported

    

Adjustment

    

As Revised

Balance Sheet as of December 31, 2020 (audited)

Class A common stock subject to possible redemption

$

282,835,800

$

51,379,900

$

334,215,700

Class A common stock

$

514

$

(514)

$

Additional paid-in capital

$

22,899,178

$

(22,899,178)

$

Accumulated deficit

$

(17,900,526)

$

(28,480,207)

$

(46,380,733)

Total Stockholders’ Equity (Deficit)

$

5,000,003

$

(51,379,900)

$

(46,379,897)

Statement of Cash Flows for the period from May 22, 2020 (inception) through September 30, 2020 (unaudited)

Initial classification of Class A common stock subject to possible redemption

$

300,019,603

$

34,196,097

$

334,215,700

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

$

101,350

$

(101,350)

$