| 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 previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the common stock and determined that the common stock issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC Therefore, management concluded that the carrying value should include all common stock subject to possible redemption, resulting in the common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In connection with the change in presentation for the common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities, operating results or cash position.
Impact of the Restatement The impact of the restatement on the Company’s financial statements is reflected in the following table:
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Balance Sheet as of March 31, 2021 (per form 10-Q filed on June 3, 2021) |
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Class A common stock subject to possible redemption |
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$ |
245,495,100 |
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$ |
54,504,900 |
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$ |
300,000,000 |
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545 |
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(545 |
) |
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— |
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Additional paid in capital |
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18,572,234 |
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(18,572,234 |
) |
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— |
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(13,573,521 |
) |
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(35,932,120 |
) |
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(49,505,641 |
) |
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Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on June 3, 2021) |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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30,000,000 |
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— |
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30,000,000 |
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Basic and diluted net income (loss) per share, Class A common stock |
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$ |
— |
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$ |
(0.17 |
) |
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$ |
(0.17 |
) |
Basic and diluted weighted average shares outstanding, Class B common stock |
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7,500,000 |
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— |
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7,500,000 |
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Basic and diluted net loss per share, Class B common stock |
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$ |
(0.86 |
) |
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$ |
0.69 |
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$ |
(0.17 |
) |
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Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per form 10-Q filed on June 3, 2021) |
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Change in value of Class A common stock subject to possible redemption |
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$ |
6,456,290 |
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$ |
(6,456,290 |
) |
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$ |
— |
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Statement of Cash Flows for the three months ended March 31, 2021 (per form 10-Q filed on June 3, 2021) |
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Change in value of Class A common stock subject to possible redemption |
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$ |
(6,456,290 |
) |
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$ |
6,456,290 |
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$ |
— |
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Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021) |
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Class A common stock subject to possible redemption |
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$ |
264,563,980 |
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$ |
35,436,020 |
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$ |
300,000,000 |
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354 |
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(354 |
) |
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— |
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Additional paid in capital |
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— |
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— |
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— |
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4,998,900 |
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(35,435,665 |
) |
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(30,436,765 |
) |
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Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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30,000,000 |
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— |
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30,000,000 |
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Basic and diluted net income per share, Class A common stock |
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$ |
— |
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$ |
0.51 |
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$ |
0.51 |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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7,500,000 |
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— |
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7,500,000 |
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Basic and diluted net income per share, Class B common stock |
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$ |
2.54 |
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$ |
(2.03 |
) |
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$ |
0.51 |
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Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) |
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| Basic and diluted weighted average shares outstanding, Class A common stock |
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30,000,000 |
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— |
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30,000,000 |
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Basic and diluted net income per share, Class A common stock |
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$ |
— |
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$ |
0.34 |
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$ |
0.34 |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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|
7,500,000 |
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— |
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7,500,000 |
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Basic and diluted net income per share, Class B common stock |
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$ |
1.68 |
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$ |
(1.34 |
) |
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$ |
0.34 |
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Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) |
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Change in value of Class A common stock subject to possible redemption |
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$ |
(19,068,880 |
) |
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$ |
19,068,880 |
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$ |
— |
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Statement of Cash Flows for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) |
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Change in value of Class A common stock subject to possible redemption |
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$ |
12,612,590 |
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$ |
(12,612,590 |
) |
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$ |
— |
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