| Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis of Presentation and Summary of
Significant Accounting Policies (as restated) Basis of Presentation The accompanying unaudited condensed 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 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. The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by
the Company with the SEC on May 27, 2021. Restatement of Previously Reported Financial
Statements In preparation of the Company’s unaudited
condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial
statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its
staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control
of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified
a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify
a maximum redemption threshold, its Amended and Restated Articles of Incorporation 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 stock classified
as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation
to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class
A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial
Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings
per share calculation to allocate income and losses share pro rata between the the two classes of shares. This presentation contemplates
a Business Combination as the most likely outcome, in which case, both clasees 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 previously filed financial statements that contained the error, reported in the Company’s
Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore,
the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all
Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption
value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly
report. Impact of the Restatement None of the changes impacted the
Company’s cash position or cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect
of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited
condensed balance sheet as of March 31, 2021:
As of March 31, 2021 (unaudited) As Reported Adjustment As Restated
Total assets $ 232,032,771 - $ 232,032,771
Total liabilities $ 22,759,919 - $ 22,759,919
Class A common stock subject to possible redemption 204,272,850 25,727,150 230,000,000
Preferred stock - - -
Class A common stock 257 (257 ) -
Class B common stock 575 - 575
Additional paid-in capital 7,544 (7,544 ) -
Retained earnings (accumulated deficit) 4,991,626 (25,719,349 ) (20,727,723 )
Total stockholders’ equity (deficit) $ 5,000,002 $ (25,727,150 ) $ (20,727,148 )
Total
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity
(Deficit) $ 232,032,771 $ - $ 232,032,771
Shares of Class A common stock subject to possible redemption 20,427,285 2,572,715 23,000,000
Shares of Class A non-redeemable common stock 2,572,715 (2,572,715 ) - The Company’s unaudited condensed
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 unaudited
condensed statement of cash flows for the three months ended March 31, 2021:
Three months ended March 31, 2021 (unaudited) As Reported Adjustment As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption $ (11,043,420 ) $ 11,043,420 $ - The table below presents the effect
of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited
condensed balance sheet as of June 30, 2021:
As of June 30, 2021 (unaudited) As Reported Adjustment As Restated
Total assets $ 231,425,039 - $ 231,425,039
Total liabilities $ 26,450,879 - $ 26,450,879
Class A common stock subject to possible redemption 199,974,150 30,025,850 230,000,000
Preferred share - - -
Class A common stock 300 (300 ) -
Class B common stock 575 - 575
Additional paid-in capital 4,306,201 (4,306,201 ) -
Retained earnings (accumulated deficit) 692,934 (25,719,349 ) (25,026,415 )
Total stockholders’ equity (deficit) $ 5,000,010 $ (30,025,850 ) $ (25,025,840 )
Total
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity
(Deficit) $ 231,425,039 $ - $ 231,425,039
Shares of Class A common stock subject to possible redemption 19,997,415 3,002,585 23,000,000
Shares of Class A non-redeemable common stock 3,002,585 (3,002,585 ) - The Company’s unaudited condensed
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 unaudited
condensed statement of cash flows for the six months ended June 30, 2021:
Six months ended June 30, 2021 (unaudited) As Reported Adjustment As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption $ (6,744,720 ) $ 6,744,720 $ - 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 (Loss) Per Share
As Reported Adjustment As Restated
Three months ended March 31, 2021 (unaudited)
Net income $ 11,043,416 $ - $ 11,043,416
Weighted average shares outstanding - Class A common stock 23,000,000 - 23,000,000
Basic and diluted earnings per share - Class A common stock $ - $ 0.38 $ 0.38
Weighted average shares outstanding - Class B common stock 5,750,000 - 5,750,000
Basic and diluted earnings per share - Class B common stock $ 1.92 $ (1.54 ) $ 0.38
Three months ended June 30, 2021 (unaudited)
Net loss $ (4,298,692 ) $ - $ (4,298,692 )
Weighted average shares outstanding - Class A common stock 23,000,000 - 23,000,000
Basic and diluted loss per share - Class A common stock $ - $ (0.15 ) $ (0.15 )
Weighted average shares outstanding - Class B common stock 5,750,000 - 5,750,000
Basic and diluted loss per share - Class B common stock $ (0.75 ) $ 0.60 $ (0.15 )
Six months ended June 30, 2021 (unaudited)
Net income $ 6,744,724 $ - $ 6,744,724
Weighted average shares outstanding - Class A common stock 23,000,000 - 23,000,000
Basic and diluted earnings per share - Class A common stock $ - $ 0.23 $ 0.23
Weighted average shares outstanding - Class B common stock 5,750,000 - 5,750,000
Basic and diluted earnings per share - Class B common stock $ 1.17 $ (0.94 ) $ 0.23 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 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 unaudited condensed financial
statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported
amounts of revenues 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the
near term due to one or more future confirming events. One of the most significant accounting estimates included in these financial statements
is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information
becomes available and accordingly the actual results could differ significantly from those estimates. Actual results could differ from
those estimates. 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
Depository Insurance Corporation limit of $250,000, and any investments held in Trust Account. 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. The Company’s investments held in the Trust Account as of September 30, 2021, and December 31, 2020 are
comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds
that comprise only U.S. treasury securities money market funds. 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
held in the Trust Account 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 statements of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or
approximate the carrying amounts represented in the condensed balance sheets. 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 consist of:
● Level 1, defined
as observable inputs such as quoted prices 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 Offering costs consist of legal, accounting,
underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering
costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed
statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common
stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting
commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require
the creation of current liabilities. Derivative
Warrant Liabilities The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting
period. The warrants issued in connection with the Initial
Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance
with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to
fair value at each reporting period. The liabilities are subject to re-measurement at each unaudited condensed balance sheet date until
exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value
of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value
using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte
Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering
have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant
liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Derivative warrant liabilities are classified 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. 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) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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 are classified as stockholders’ equity. 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 occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 23,000,000 shares
of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity
section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting
period as if it were also the redemption date of the security. 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. Net Income
(Loss) Per 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 number of shares of common stock outstanding
for the respective period. The calculation of diluted net income per common
stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to
purchase an aggregate of 18,850,000 shares of common stock in the calculation of diluted income per share, because their exercise is
contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the three
and nine months ended September 30, 2021. 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 presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:
For the Three Months Ended For the Nine Months Ended
September 30, 2021 September 30, 2021
Class A Class B Class A Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss) $ 4,782,634 $ 1,195,659 $ 10,178,414 $ 2,544,603
Denominator:
Basic and diluted weighted average common shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000
Basic and diluted net income (loss) per common share $ 0.21 $ 0.21 $ 0.44 $ 0.44 Income Taxes The Company follows the asset and liability method
of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable
to differences between the unaudited condensed 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 a deferred tax asset of approximately $453,000 and $21,000 respectively, each of which had a full valuation allowance recorded
against them. 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. Recent Accounting
Standards In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the
accompanying unaudited condensed financial statements. |
