RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering it had improperly valued its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the 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 common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to its redemption value. As a result, management has restated temporary equity and permanent equity. This resulted in an accretion adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In connection with the change in presentation for the common stock subject to redemption, the Company also restated its net income (loss) per common share calculation to allocate net income (loss) evenly to all common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements for periods prior to September 30, 2021 is reflected in the following tables. Balance Sheet as of February 9, 2021 As Previously on March 31, Adjustment As Restated Common stock subject to possible redemption $ 167,704,190 $ 7,295,810 $ 175,000,000 Common stock $ 576 $ (73 ) $ 503 Additional paid-in capital $ 5,016,431 $ (5,016,431 ) $ — Accumulated deficit $ (17,006 ) $ (2,279,306 ) $ (2,296,312 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (7,295,810 ) $ (2,295,809 ) Balance Sheet as of March 31, 2021 (unaudited) As Previously March 31, Adjustment As Restated Common stock subject to possible redemption $ 195,341,848 $ 5,908,152 $ 201,250,000 Common stock $ 563 $ (60 ) $ 503 Additional paid-in capital $ 3,262,598 $ (3,262,598 ) $ — Retained Earnings (accumulated deficit) $ 1,736,842 $ (2,645,494 ) $ (908,652 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (5,908,152 ) $ (908,149 ) Balance Sheet as of June 30, 2021 (unaudited) As Previously June 30, Adjustment As Restated Common stock subject to possible redemption $ 192,730,822 $ 8,519,178 $ 201,250,000 Common stock $ 589 $ (86 ) $ 503 Additional paid-in capital $ 5,873,598 $ (5,873,598 ) $ — Accumulated deficit $ (874,184 ) $ (2,645,494 ) $ (3,519,678 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (8,519,178 ) $ (3,519,175 ) Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) As Previously on March 31, Adjustment As Restated Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,203,497 (19,203,497 ) — Basic and diluted net income per common stock, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,251,529 $ (511,946 ) 4,739,583 Basic and diluted net income (loss) per common stock, Non-redeemable common stock $ 0.33 $ 0.22 $ 0.11 Basic and diluted weighted average shares outstanding, Redeemable common stock — 11,093,056 11,093,056 Basic and diluted net income (loss) per share, Redeemable common stock $ — $ 0.11 $ 0.11 Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) As Previously June 30, Adjustment As Restated Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,533,138 (19,533,138 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,623,112 $ (591,862 ) 5,031,250 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.46 ) $ 0.36 $ (0.10 ) Basic and diluted weighted average shares outstanding, Redeemable common stock — 20,125,000 20,125,000 Basic and diluted net income (loss) per share, Redeemable common stock $ — $ (0.10 ) $ (0.10 ) Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) As Previously June 30, Adjustment As Restated Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,416,244 (19,416,244 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,438,347 $ (552,125 ) 4,886,222 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.16 ) $ 0.12 $ (0.04 ) Basic and diluted weighted average shares outstanding, Redeemable common stock — 15,633,978 15,633,978 Basic and diluted net income (loss) per share, Redeemable common stock $ — $ (0.04 ) $ (0.04 ) Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended As Previously on March 31, Adjustment As Restated Sale of 20,125,000 units, net of underwriting discounts, initial value of public warrants and other offering costs $ 196,241,822 $ (196,241,822 ) $ — Common stock subject to possible redemption $ (195,341,848 ) $ 195,341,848 $ — Accretion for Class A Common Stock to Redemption amount $ — $ (5,008,178 ) $ (5,008,178 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (5,908,152 ) $ (908,149 ) Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended As Previously June 30, Adjustment As Restated Change in value of common stock subject to possible redemption $ 2,611,026 $ (2,611,026 ) $ — Total stockholders’ equity (deficit) $ 5,000,003 $ (8,519,178 ) $ (3,519,175 ) Statement of Cash Flows for the Three Months Ended March 30, 2021 (unaudited) As Previously on March 31, Adjustment As Restated Non-Cash investing and financing activities: Initial classification of common stock subject to possible redemption $ 193,588,000 $ 7,662,000 $ 201,250,000 Change in value of common stock subject to possible redemption $ 1,753,848 $ (1,753,848 ) $ — Accretion of common stock subject to possible redemption $ — $ 5,008,178 $ 5,008,178 Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) As Previously on June 30, Adjustment As Restated Non-Cash investing and financing activities: Initial classification of common stock subject to possible redemption $ 193,588,000 $ 7,662,000 $ 201,250,000 Change in value of common stock subject to possible redemption $ (857,178 ) $ 857,178 $ — Accretion of common stock subject to possible redemption $ — $ 5,008,178 $ 5,008,178 |