Quarterly report pursuant to Section 13 or 15(d)

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in January 2021, the Company’s previously issued balance sheet as of February 22, 2021 on Form 8-K should no longer be relied upon. As such, the Company is restating its balance sheet included in this Quarterly Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on February 22, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on February 22, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. 

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of February 22, 2021, should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon.

Impact of the Restatement

The impact to the balance sheet dated February 22, 2021, filed on Form 8-K on February 26, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $15.0 million increase to the warrant liabilities line item on February 22, 2021 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. There is no change to total stockholders' equity at any reported balance sheet date. 

    As of February 22, 2021  
    As Previously
    As Restated  
Total assets   $ 302,330,727     $     $ 302,330,727  
Liabilities and stockholders’ equity                        
Total current liabilities   $ 487,695     $     $ 487,695  
Deferred underwriting fee     10,500,000             10,500,000  
Stock warrant liabilities           8,397,000       8,397,000  
Total liabilities     10,987,695       8,397,000       19,384,695  
Class A common stock, $0.0001 par value; shares subject to possible redemption     286,343,030       (8,397,000 )     277,946,030  
Stockholders’ equity                        
Preferred stock- $0.0001 par value                  
Class A common stock - $0.0001 par value     217       84       301  
Class B common stock - $0.0001 par value     750             750  
Additional paid-in-capital     5,003,148       457,516       5,460,664  
Accumulated deficit     (4,113 )     (457,600 )     (461,713 )
Total stockholders’ equity     5,000,002             5,000,002  
Total liabilities and stockholders’ equity   $ 302,330,727     $     $ 302,330,727