RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 2. Restatement of Interim Financial Information Due to a misapplication of the accounting treatment related to its shares of common stock subject to redemption, non -redeemable -in Impact of the Restatement The impact of the restatement on the Condensed Statement Balance Sheet as of March As Adjustments As Balance Sheets for the three months ended March 31, 2021 (unaudited) Common stock subject to possible redemption: Number of common stock outstanding 24,136,072 4,613,928 28,750,000 Value of common stock subject to possible redemption $ 241,360,720 $ 46,139,280 $ 287,500,000 Class A Common stock excluding common stock subject to possible redemption 4,613,928 (4,613,928 ) — Class A Common stock value $ 461 (461 ) — Additional paid-in capital $ 16,277,478 $ (16,253,340 ) $ 24,138 Accumulated deficit $ (11,278,892 ) $ (29,885,479 ) $ (41,164,371 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 (46,139,280 ) $ (41,139,275 ) The impact of the restatement on the Condensed Statement of Operations for the three months ended March Basic and diluted weighted average common stock outstanding, common stock subject to possible redemption 25,098,791 1,476,894 26,575,685 Basic and diluted weighted average common stock outstanding, Non-redeemable common stock 13,234,542 (1,476,894 ) 11,757,648 Basic and diluted net loss per common stock, Non-redeemable common stock $ (0.73 ) $ (0.09 ) $ (0.82 ) The impact of the restatement on the Condensed Consolidated Statement of Cash Flows for the three months ended March As Adjustments As Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Non-Cash Investing and Financing Activities: Change in value of common stock subject to possible redemption (9,627,188 ) 46,139,280 36,512,092 | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” released by the SEC staff on April -40 -40-15 -linked -40-15 -40-15 -for-fixed -40-25 As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Reported Adjustments As Restated Balance sheet as of December 10, 2020 (audited) Total Liabilities $ 10,374,560 $ 22,272,500 $ 32,647,060 Warrant Liability — 22,272,500 22,272,500 Class A Common Stock Subject to Possible Redemption 274,031,080 (22,272,500 ) 251,758,580 Class A Common Stock 135 222 357 Additional Paid-in Capital 4,999,913 879,809 5,879,722 Accumulated Deficit (999 ) (880,031 ) (881,030 ) Total Stockholders’ Equity 5,000,007 — 5,000,007 Number of Class A common shares subject to redemption 27,403,108 (2,227,250 ) 25,175,858 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 10,168,977 $ 22,862,501 $ 33,031,478 Warrant Liability — 22,862,501 22,862,501 Class A Common Stock Subject to Possible Redemption 273,850,409 (22,862,501 ) 250,987,908 Class A Common Stock 136 229 365 Additional Paid-in Capital 5,180,583 1,469,803 6,650,386 Accumulated Deficit (181,675 ) (1,470,032 ) (1,651,707 ) Total Stockholders’ Equity 5,000,002 — 5,000,002 Number of Class A common shares subject to redemption 27,385,874 (2,287,083 ) 25,098,791 Period from September 10, 2020 (inception) to December 31, 2020 (audited) Net loss $ (181,675 ) $ (1,470,032 ) $ (1,651,707 ) Weighted average shares outstanding, common stock subject to possible redemption 27,403,108 (2,227,250 ) 25,175,858 Basic and diluted net earnings per share, common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, non-redeemable common stock 8,843,003 437,124 9,280,127 Basic and diluted net loss per share, non-redeemable common stock (0.02 ) (0.16 ) (0.18 ) Cash Flow Statement for the Period from September 10, 2020 (inception) to December 31, 2020 (audited) Net loss $ (181,675 ) $ (1,470,032 ) $ (1,651,707 ) Allocation of initial public offering costs — 828,064 828,064 Change in fair value of warrant liability — 590,001 590,001 Compensation expense — 51,667 51,667 Initial classification of warrant liability — 22,272,500 22,272,500 Initial classification of common stock subject to possible redemption 274,031,080 (22,272,500 ) 251,758,580 Change in value of common stock subject to possible redemption (180,671 ) (590,001 ) (770,672 ) |