Annual report pursuant to Section 13 and 15(d)

Restatement of Previously Issued Financial Statements

v3.22.0.1
Restatement of Previously Issued Financial Statements
5 Months Ended
Dec. 31, 2020
Prior Period Adjustment [Abstract]  
Restatement of Previously Issued Financial Statements
Note 2 —
R
estatement of
P
reviously
I
ssued
F
inancial
S
tatements
The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K, filed with the SEC on June 1, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with 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 charter 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 common 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. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of 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 and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its initial public offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on December 17, 2020 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 1, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC. Please see Note 3, Note 4, and Note 9, which have been updated to reflect the restatement of the financial statements contained in this within.
The impact of the restatement on the Company’s financial statements is reflected in the following table.
 
    
As Previously
Reported
   
Adjustment
   
As Restated
 
Balance Sheet as of December 11, 2020 (as restated in footnote 2 per Form 10-K filed on June 1, 2021)
                        
Class A common stock subject to possible redemption
   $ 255,072,900     $ 44,927,100     $ 300,000,000  
Class A common stock
     449       (449     —    
Additional paid in capital
     9,019,530       (9,019,530     —    
Accumulated deficit
     (4,020,723     (35,907,121     (39,927,844
       
Balance Sheet as of December 31, 2020 (per form 10K/A filed on June 1, 2021)
                        
Class A common stocks subject to possible redemption
   $ 251,951,390     $ 48,048,610     $ 300,000,000  
Class A common stock
     481       (481     —    
Additional paid in capital
     12,116,008       (12,116,008     —    
Accumulated deficit
     (7,117,234     (35,932,120     (43,049,354
       
Statement of Operations for the period from August 12, 2020 (inception) through December 31, 2020 (per form 10K filed on June 1, 2021)
                        
Basic and diluted weighted average shares outstanding, Class A common stock
     30,000,000       (25,928,571     4,071,429  
Basic and diluted net income (loss) per share, Class A common stock
   $ —       $ (0.56   $ (0.56
Basic and diluted weighted average shares outstanding, Class B common stock
     7,500,000       1,182,402       8,682,402  
Basic and diluted net loss per share, Class B common stock
   $ (0.95   $ 0.39     $ (0.56
       
Statement of Changes in Stockholders’ Equity for the period from August 12, 2020 (inception) through December 31, 2020 (per form 10-K filed on June 1, 2020)
                        
Sale of Units in Initial Public Offering net of underwriter discount and offering cost less fair value of warrants
   $ 264,043,629     $ (264,043,629   $ —    
Change in value of Class A common stock subject to possible redemption
   $ (251,951,390   $ 251,951,390     $ —    
Accretion of Class A common stock to redemption value
   $ —       $ (35,956,370   $ (35,956,370
       
Statement of Cash Flows for the period from August 12, 2020 (inception) through December 31, 2020 (per Form 10-K filed on June 1, 2020)
                        
Initial value of Class A common stocks subject to possible redemption
   $ 255,072,900     $ 44,927,100     $ 300,000,000  
Change in value of Class A common stocks subject to possible redemption
   $ (3,121,510   $ 3,121,510     $ —    
Going Concern
Subsequent to our previously issued Annual Report on Form 10-K filed on June 1, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by June 11, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 11, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date.