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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended
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Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
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, the Company concluded it should restate its financial statements to classify all Public Shares 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 within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.10 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being 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 financial statements, the Company restated 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 recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company will present this restatement in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of 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 is reflected in the following table. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance Sheet as of March 31, 2021 (unaudited) |  | As Previously Reported |  | Adjustment |  | As Restated |
Class A common stock subject to possible redemption | ​ | $ | 249,368,091 | ​ | $ | 29,391,909 | ​ | $ | 278,760,000 |
Class A common stock | ​ | $ | 291 | ​ | $ | (291) | ​ | $ | — | ​
Additional paid-in capital | ​ | $ | 3,173,795 | ​ | $ | (3,173,795) | ​ | $ | — | ​
Retained earnings | ​ | $ | (1,825,231) | ​ | $ | (26,217,823) | ​ | $ | (24,392,592) | ​
Total Stockholders’ Equity (Deficit) | ​ | $ | 5,000,007 | ​ | $ | (29,391,909) | ​ | $ | (24,391,902) | ​
Balance Sheet as of June 30, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Class A common stock subject to possible redemption | ​ | $ | 244,473,833 | ​ | $ | 34,286,167 | ​ | $ | 278,760,000 | ​
Class A common stock | ​ | $ | 339 | ​ | $ | (339) | ​ | $ | — | ​
Additional paid-in capital | ​ | $ | 8,068,005 | ​ | $ | (8,068,005) | ​ | $ | — | ​
Retained earnings | ​ | $ | (3,069,031) | ​ | $ | (26,217,823) | ​ | $ | (29,286,854) | ​
Total Stockholders’ Equity (Deficit) | ​ | $ | 5,000,003 | ​ | $ | (34,286,167) | ​ | $ | (29,286,164) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | ​ | ​ | 27,600,000 | ​ | ​ | (27,600,000) | ​ | ​ | — | ​
Basic and diluted net income per share, common stock subject to possible redemption | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | ​ | ​ | 6,900,000 | ​ | ​ | (6,900,000) | ​ | ​ | — | ​
Basic and diluted net income per share, Non-redeemable common stock | ​ | $ | 0.85 | ​ | $ | (0.85) | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Class A common stock | ​ | ​ | — | ​ | ​ | 27,600,000 | ​ | ​ | 27,600,000 | ​
Basic and diluted net income per share, Class A common stock | ​ | $ | — | ​ | $ | 0.17 | ​ | $ | 0.17 | ​
Basic and diluted weighted average shares outstanding, Class B common stock | ​ | ​ | — | ​ | ​ | 6,900,000 | ​ | ​ | (6,900,000) | ​
Basic and diluted net income per share, Class B common stock | ​ | $ | — | ​ | $ | 0.17 | ​ | $ | 0.17 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | ​ | ​ | 27,600,000 | ​ | ​ | (27,600,000) | ​ | ​ | — | ​
Basic and diluted net income per share, Common stock subject to possible redemption | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | ​ | ​ | 6,900,000 | ​ | ​ | (6,900,000) | ​ | ​ | — | ​
Basic and diluted net (cbgbhloss) per share, Non-redeemable common stock | ​ | $ | (0.71) | ​ | $ | 0.71 | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Class A common stock | ​ | ​ | — | ​ | ​ | 27,600,000 | ​ | ​ | 27,600,000 | ​
Basic and diluted net loss per share, Class A common stock | ​ | $ | — | ​ | $ | (0.14) | ​ | $ | (0.14) | ​
Basic and diluted weighted average shares outstanding, Class B common stock | ​ | ​ | — | ​ | ​ | 6,900,000 | ​ | ​ | 6,900,000 | ​
Basic and diluted net loss per share, Class B common stock | ​ | $ | — | ​ | $ | (0.14) | ​ | $ | (0.14) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | ​ | ​ | 27,600,000 | ​ | ​ | (27,600,000) | ​ | ​ | — | ​
Basic and diluted net income per share, common stock subject to possible redemption | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | ​ | ​ | 16,200,000 | ​ | ​ | (16,200,000) | ​ | ​ | — | ​
Basic and diluted net income per share, Non-redeemable common stock | ​ | $ | 0.06 | ​ | $ | (0.06) | ​ | $ | — | ​
Basic and diluted weighted average shares outstanding, Class A common stock | ​ | ​ | — | ​ | ​ | 27,600,000 | ​ | ​ | 27,600,000 | ​
Basic and diluted net income per share, Class A common stock | ​ | $ | — | ​ | $ | 0.03 | ​ | $ | 0.03 | ​
Basic and diluted weighted average shares outstanding, Class B common stock | ​ | ​ | — | ​ | ​ | 6,900,000 | ​ | ​ | 6,900,000 | ​
Basic and diluted net income per share, Class B common stock | ​ | $ | — | ​ | $ | 0.03 | ​ | $ | 0.03 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Change in value of Class A Common stock subject to possible redemption | ​ | $ | (5,909,732) | ​ | $ | 5,909,732 | ​ | $ | — | ​
Total Stockholders’ Equity (Deficit) | ​ | $ | 5,000,007 | ​ | $ | (29,391,909) | ​ | $ | (24,391,902) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) | ​ | As Previously Reported | ​ | Adjustment | ​ | As Restated | ​
Change in value of Class A Common stock subject to possible redemption | ​ | $ | 4,894,258 | ​ | $ | (4,894,258) | ​ | $ | — | ​
Total Stockholders’ Equity (Deficit) | ​ | $ | 5,000,003 | ​ | $ | (34,286,167) | ​ | $ | (29,286,164) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-Cash investing and financial activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Change in value of Class A common stock subject to possible redemption | ​ | $ | 5,909,732 | ​ | $ | (5,909,732) | ​ | $ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-Cash investing and financial activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Change in value of Class A common stock subject to possible redemption | ​ | $ | 1,015,474 | ​ | $ | (1,015,474) | ​ | $ | — | ​
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