Quarterly report pursuant to Section 13 or 15(d)

Restatement of Previously Issued Financial Statements

v3.22.1
Restatement of Previously Issued Financial Statements
9 Months Ended
Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]  
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