| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
The Company concluded that a portion of the proceeds
from the Initial Public Offering and the sale of the Over-Allotment Units was not correctly allocated to the rights that are included
as part of the Units sold. This led to a misstatement as related to the fair value of the warrant liabilities and the subsequent change
in fair value of warrant liabilities.
The Company also concluded that a liability related
to the over-allotment option should have been recorded as of the date of the Initial Public Offering, with a subsequent gain or loss recognized
on the date the over-allotment option was exercised.
The reclassification related to the allocation
of proceeds and the change in fair value of warrant liabilities results in non-cash financial statement corrections and will have no impact
on the Company’s current or previously reported cash position and operating expenses.
The following tables summarize the effect of the
restatement on each financial statement line item as of the dates, and for the periods, indicated:
| |
|
Three Months Ended September 30, 2021 |
|
| Statement of Operations for the Three Months Ended September 30,
2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustments |
|
|
As Restated |
|
| Operating and formation costs |
|
$ |
417,261 |
|
|
$ |
(431 |
) |
|
$ |
416,830 |
|
| Warrant issuance costs |
|
$ |
(256,379 |
) |
|
$ |
101,342 |
|
|
$ |
(155,037 |
) |
| Change in fair value of warrant liabilities |
|
$ |
4,037,000 |
|
|
$ |
(7,656,500 |
) |
|
$ |
(3,619,500 |
) |
| Change in fair value of over-allotment option liability |
|
$ |
— |
|
|
$ |
(225,000 |
) |
|
$ |
(225,000 |
) |
| Net income (loss) |
|
$ |
3,341,073 |
|
|
$ |
(7,779,727 |
) |
|
$ |
(4,438,654 |
) |
| Basic net income (loss) per share of common stock |
|
$ |
0.19 |
|
|
$ |
(0.44 |
) |
|
$ |
(0.25 |
) |
| |
|
Nine Months Ended September 30, 2021 |
|
| Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) |
|
As Previously Reported |
|
|
Adjustments |
|
|
As Restated |
|
| Operating and formation costs |
|
$ |
417,261 |
|
|
$ |
(431 |
) |
|
$ |
416,830 |
|
| Warrant issuance costs |
|
$ |
(256,379 |
) |
|
$ |
101,342 |
|
|
$ |
(155,037 |
) |
| Change in fair value of warrant liabilities |
|
$ |
4,037,000 |
|
|
$ |
(7,656,500 |
) |
|
$ |
(3,619,500 |
) |
| Change in fair value of over-allotment option liability |
|
$ |
— |
|
|
$ |
(225,000 |
) |
|
$ |
(225,000 |
) |
| Net income (loss) |
|
$ |
3,341,073 |
|
|
$ |
(7,779,727 |
) |
|
$ |
(4,438,654 |
) |
| Basic net income (loss) per share of common stock |
|
$ |
0.34 |
|
|
$ |
(0.87 |
) |
|
$ |
(0.53 |
) |
| |
|
September 30, 2021 |
|
| |
|
As Previously Reported |
|
|
Adjustments |
|
|
As Revised |
|
| Statement of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended
September 30, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
| Net proceeds from Initial Public Offering allocated to Rights, net of transaction costs |
|
$ |
— |
|
|
$ |
3,845,969 |
|
|
$ |
3,845,969 |
|
| Excess cash received over fair value of Private Placement Warrants |
|
$ |
1,076,250 |
|
|
$ |
3,085,250 |
|
|
$ |
4,161,500 |
|
| Change in fair value of over-allotment option liability |
|
$ |
— |
|
|
$ |
225,000 |
|
|
$ |
225,000 |
|
| Accretion of common stock to possible redemption amount |
|
$ |
(15,993,222 |
) |
|
$ |
623,508 |
|
|
$ |
(15,369,714 |
) |
| Net income (loss) |
|
$ |
3,341,073 |
|
|
$ |
(7,779,727 |
) |
|
$ |
(4,438,654 |
) |
| |
|
September 30, 2021 |
|
| |
|
As Previously Reported |
|
|
Adjustments |
|
|
As Revised |
|
| Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
3,341,073 |
|
|
$ |
(7,779,728 |
) |
|
$ |
(4,438,655 |
) |
| Warrant issuance costs |
|
$ |
256,379 |
|
|
$ |
(101,342 |
) |
|
$ |
155,037 |
|
| Change in fair value of warrant liabilities |
|
$ |
(4,037,000 |
) |
|
$ |
7,656,500 |
|
|
$ |
3,619,500 |
|
| Change in fair value of over-allotment option liability |
|
$ |
— |
|
|
$ |
225,000 |
|
|
$ |
225,000 |
|
| Accounts payable |
|
$ |
75,024 |
|
|
$ |
(431 |
) |
|
$ |
74,593 |
|
| Payment to related party for cancellation of Founder Shares |
|
$ |
— |
|
|
$ |
(16,667 |
) |
|
$ |
(16,667 |
) |
| Proceeds from sale of Founder Shares |
|
$ |
— |
|
|
$ |
16,667 |
|
|
$ |
16,667 |
|
|