Quarterly report pursuant to Section 13 or 15(d)

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021
3 Months Ended
Mar. 31, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 [Abstract]  
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021
NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision in the public warrants fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously audited balance sheet as of January 29, 2021 in the Form 8-K filed with the SEC on February 4, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

   
As
Previously
Reported
   
Adjustments
   
As
Revised
 
                   
Balance sheet as of January 29, 2021 (audited)
                 
Warrant Liability
 
$
   
$
14,481,000
   
$
14,481,000
 
Class A Common Stock Subject to Possible Redemption
   
246,278,570
     
(14,481,000
)
   
231,797,570
 
Class A Common Stock
   
125
     
145
     
270
 
Additional Paid-in Capital
   
5,003,185
     
535,934
     
5,539,119
 
Accumulated Deficit
   
(3,952
)
   
(536,079
)
   
(540,031
)