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 to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption." In light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impact to the financial statements as of February 2, 2021 and March 31, 2021 is presented below: As Reported Restatement As Restated Audited Balance Sheet as of February 2, 2021 As revised in the Form 10-K reported to the SEC on July 19, 2021 Common Stock subject to possible redemption ($) $ 151,176,360 $ 21,323,640 $ 172,500,000 Common stock Class A, $0.0001 par value $ 213 $ (213) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ 5,338,840 $ (5,338,840) $ — Retained earnings $ (339,303) $ (15,984,587) $ (16,323,890) Total shareholders' equity/(deficit) $ 5,000,181 $ (21,323,640) $ (16,323,459) Number of shares subject to redemption 15,117,636 2,132,364 17,250,000 As Reported Restatement As Restated Balance Sheet as of March 31, 2021 as revised in the Form 10-Q reported to the SEC on August 19, 2021 Common Stock subject to possible redemption ($) $ 161,154,930 $ 11,345,070 $ 172,500,000 Common stock Class A, $0.0001 par value $ 113 $ (113) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ — $ — $ — Retained earnings $ 4,999,458 $ (11,344,957) $ (6,345,499) Total shareholders' equity/(deficit) $ 5,000,002 $ (11,345,070) $ (6,345,068) Number of shares subject to redemption 16,115,493 1,134,507 17,250,000 Statement of Operations for the year ended March 31, 2021 Basic and diluted weighted average shares, redeemable shares 2,404,988 336,108 2,741,096 Basic and diluted net income per share, redeemable shares $ — $ 1.18 $ 1.18 Basic and diluted weighted average shares, non-redeemable shares 4,648,608 (336,108) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ 1.78 $ (0.61) $ 1.17 As Reported Restatement As Restated Unaudited Consolidated Balance Sheet as of June 30, 2021 as adjusted for Temporary Equity related to Public Shares Common Stock subject to possible redemption ($) $ 159,629,470 $ 12,870,530 $ 172,500,000 Common stock Class A, $0.0001 par value $ 128 $ (128) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ 1,525,445 $ (1,525,445) $ — Retained earnings $ 3,473,997 $ (11,344,957) $ (7,870,960) Total shareholders' equity/(deficit) $ 5,000,001 $ (12,870,530) $ (7,870,529) Number of shares subject to redemption 15,962,947 1,287,053 17,250,000 Unaudited Consolidated Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares, redeemable shares 16,115,493 1,134,507 17,250,000 Basic and diluted net income per share, redeemable shares $ 0.00 $ (0.07) $ (0.07) Basic and diluted weighted average shares, non-redeemable shares 5,447,007 (1,134,507) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ (0.28) $ 0.21 $ (0.07) As Reported Restatement As Restated Unaudited Condensed Statement Of Changes In Shareholders’ Equity as of June 30, 2021 Changes in Class A ordinary shares subject to possible redemption, $ 1,525,460 $ (1,525,460) $ — Shareholders’ equity $ 5,000,001 $ (12,870,530) $ (7,870,529) As Reported Restatement As Restated Unaudited Condensed Statement Of Cash Flows For the six months ended June 30, 2021 Non-Cash investing and financing activities Change in Class A ordinary shares subject to possible redemption - APIC $ (1,525,460) $ 1,525,460 $ — |