Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2021

Restatement Of Previously Issued Financial Statements [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 Warrants (discussed and defined in Note 4) and Private Placement Warrants (collectively, the “Warrants”) the Company issued in January 2021, the Company’s previously issued balance sheet as of January 20, 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 SEC (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 January 20, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, 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 the Company’s 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 January 20, 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's Statement of Operations each reporting period. 

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of January 20, 2021, should be restated as a result of a misapplication in the guidance related to the Company’s accounting of its warrants and should no longer be relied upon.

Impact of the Restatement

The impact to the balance sheet dated January 20, 2021, filed on Form 8-K on January 26, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in an approximate $15.0 million increase to the warrant liabilities line item on January 20, 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 January 20, 2021
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of January 20, 2021
Total assets	$	153,932,217		$	—		$	153,932,217
Liabilities and stockholders’ equity
Total current liabilities	$	828,130		$	—		$	828,130
Deferred underwriting fee		5,232,500			—			5,232,500
Warrant liabilities		—			15,026,525			15,026,525
Total liabilities		6,060,630			15,026,525			21,087,155
Class A common stock, $0.0001 par value; shares subject to possible redemption		142,871,583			(15,026,525	)		127,845,058
Stockholders’ equity
Preferred stock- $0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		87			148			235
Class B common stock - $0.0001 par value		376			—			376
Additional paid-in-capital		5,014,722			928,664			5,943,386
Accumulated deficit		(15,181	)		(928,812	)		(943,993	)
Total stockholders’ equity		5,000,004			—			5,000,004
Total liabilities and stockholders’ equity	$	153,932,217		$	—		$	153,932,317