| Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary
of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated
financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of
America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not
include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances
and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative
of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and
the prospectus filed by the Company with the SEC on February 25, 2021 and February 18, 2021, respectively. Restatement of Previously Reported Financial
Statements In preparation of the Company’s
unaudited condensed consolidated financial statements for the quarterly period ended September 30, 2021, the Company concluded it should
restate its previously issued financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and
its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of
the Company, require Public Shares to be classified outside of permanent equity. The Company had previously classified a portion of its
Public Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides
that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with
these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible
assets. In connection with the change in presentation for the Public Shares, the Company has revised 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. 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 corrections and has determined that the related impact was material to the The impact of the restatement
to the Post-IPO Balance Sheet is an increase to Class A common stock subject to possible redemption of approximately $10.5 million, a
decrease to additional paid-in capital of $5.1 million, an increase to the accumulated deficit of $5.4 million, and the reclassification
of 1,048,264 Class A common stock from permanent equity to Class A common stock subject to possible redemption as presented below.
As of February 19, 2021 As Previously Adjustment As Restated
Total assets $ 203,119,261 - $ 203,119,261
Total liabilities $ 7,351,899 - $ 7,351,899
Class A common stock subject to possible redemption 190,767,360 10,482,640 201,250,000
Preferred stock - - -
Class A common stock 165 (105 ) 60
Class B common stock 503 - 503
Additional paid-in capital 5,051,492 (5,051,492 ) -
Accumulated deficit (52,158 ) (5,431,043 ) (5,483,201 )
Total stockholders’
equity (deficit) $ 5,000,002 $ (10,482,640 ) $ (5,482,638 )
Total Liabilities,
Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 203,119,261 $ - $ 203,119,261 The impact of the restatement
on the financial statements for the Affected Quarterly Periods is presented below. The table below presents
the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported
balance sheet as of March 31, 2021:
As of March 31,
2021 As Previously Adjustment As Restated
Total
assets $ 202,959,356 - $ 202,959,356
Total liabilities $ 7,284,061 - $ 7,284,061
Class A common stock subject
to possible redemption 190,675,290 10,574,710 201,250,000
Preferred stock - - -
Class A common stock 166 (106 ) 60
Class B common stock 503 - 503
Additional paid-in capital 5,168,561 (5,168,561 ) -
Accumulated deficit (169,225 ) (5,406,043 ) (5,575,268 )
Total stockholders’
equity (deficit) $ 5,000,005 $ (10,574,710 ) $ (5,574,705 )
Total Liabilities,
Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,959,356 $ - $ 202,959,356 The Company’s statement
of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described
above. The table below presents
the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported
statement of cash flows for the three months ended March 31, 2021:
Three
Months Ended March 31, 2021
As Previously Adjustment As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject
to possible redemption $ 190,767,360 $ (190,767,360 ) $ -
Change in value of Class A common stock subject to
possible redemption $ (92,070 ) $ 92,070 $ - The table below presents the effect of
the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet
as of June 30, 2021:
As of June 30, 2021 As Previously Adjustment As Restated
Total
assets $ 202,246,887 - $ 202,246,887
Total liabilities $ 8,737,504 - $ 8,737,504
Class A common stock subject
to possible redemption 188,509,380 12,740,620 201,250,000
Preferred stock - - -
Class A common stock 188 (128 ) 60
Class B common stock 503 - 503
Additional paid-in capital 7,334,449 (7,334,449 ) -
Accumulated deficit (2,335,137 ) (5,406,043 ) (7,741,180 )
Total stockholders’
equity (deficit) $ 5,000,003 $ (12,740,620 ) $ (7,740,617 )
Total Liabilities,
Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,246,887 $ - $ 202,246,887 The Company’s statement
of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described
above. The table below presents
the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported
statement of cash flows for the six months ended June 30, 2021:
Six Months Ended June 30, 2021
As Previously Adjustment As Restated
Supplemental Disclosure of
Noncash Financing Activities:
Initial value of
Class A common stock subject to possible redemption $ 190,767,360 $ (190,767,360 ) $ -
Change in value of Class A common
stock subject to possible redemption $ (2,257,980 ) $ 2,257,980 $ - The impact to the reported
amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly
Periods:
Earnings Per Share
As Previously Reported Adjustment As Restated
Three Months Ended March 31, 2021
Net loss $ (168,193 ) $ - $ (168,193 )
Weighted average shares outstanding - Class A common stock 20,727,500 (11,054,667 ) 9,672,833
Basic and diluted earnings per share - Class A common stock $ - $ (0.01 ) $ (0.01 )
Weighted average shares outstanding - Class B common stock 4,681,250 - 4,681,250
Basic and diluted earnings per share - Class B common stock $ (0.04 ) $ 0.03 $ (0.01 )
Earnings Per Share
As Previously Reported Adjustment As Restated
Three Months Ended June 30, 2021
Net loss $ (2,165,912 ) $ - $ (2,165,912 )
Weighted average shares outstanding - Class A common stock 20,125,000 602,500 20,727,500
Basic and diluted earnings per share - Class A common stock $ - $ (0.08 ) $ (0.08 )
Weighted average shares outstanding - Class B common stock 5,633,750 $ (602,500 ) 5,031,250
Basic and diluted earnings per share - Class B common stock $ (0.38 ) $ 0.30 $ (0.08 )
Earnings Per Share
As Previously Reported Adjustment As Restated
Six Months Ended June 30, 2021
Net loss $ (2,334,105 ) $ - $ (2,334,105 )
Weighted average shares outstanding - Class A common stock 20,125,000 (4,894,296 ) 15,230,704
Basic and diluted earnings per share - Class A common stock $ - $ (0.12 ) $ (0.12 )
Weighted average shares outstanding - Class B common stock 5,299,938 (442,721 ) 4,857,217
Basic and diluted earnings per share - Class B common stock $ (0.44 ) $ 0.32 $ (0.12 ) Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an
emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period, which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company
that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses
during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,
which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September
30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments
is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable
fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government
securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are
comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds
are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in
fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed
consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available
market information. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company had not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as
quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices
in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation
techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial
Public Offering Offering costs consisted
of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were charged to stockholders’
equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities
as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common
stock upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible
Redemption The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of
the Private Placement, the Company issued 602,500 shares of Class A common stock to the Sponsor (“Private Placement Shares”).
These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial
business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s condensed consolidated
balance sheet. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 20,125,000 shares of Class A
common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’
equity (deficit) section of the Company’s condensed consolidated balance sheets. There was no Class A common stock issued or outstanding
as of December 31, 2020. Effective with the closing of the Initial Public
Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As
of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties
as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities
since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as
Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss)
per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective
period. Accretion associated with the redeemable Class
A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
For the Three Months Ended For the Nine Months Ended
Class A Class B Class A Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss $ (980,031 ) $ (237,886 ) $ (2,758,291 ) $ (793,731 )
Denominator:
Basic and diluted weighted average
ordinary shares outstanding 20,727,500 5,031,250 17,083,104 4,915,865
Basic and diluted net loss per ordinary
share $ (0.05 ) $ (0.05 ) $ (0.16 ) $ (0.16 )
For the Period From
Class A Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss $ - $ (1,032 )
Denominator:
Basic and diluted weighted average
ordinary shares outstanding - 4,375,000
Basic and diluted net loss per ordinary
share $ - $ (0.00 ) Recent Accounting Pronouncements Management does not believe that any recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed
consolidated financial statements. |
