| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company previously accounted for its outstanding warrants 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.
Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, 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. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s common shares 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.
As a result of the above, the Company is reclassifying the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period 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 have an effect on the Company’s previously reported operating expenses and cash flows. Since the warrants were issued on June 30, 2020, it would have an effect on the profit and loss because of the allocation of the IPO expenses to the warrants on the balance sheet as of March 31, 2020 (unaudited) as well as the respective statements of operations for the period from March 6, 2020 (inception) through March 31, 2020 (unaudited), three months ended June 30, 2020 (unaudited) and period from March 6, 2020 (inception) through June 30, 2020 (unaudited).
|
|
|
As Previously
Reported
|
|
Adjustment
|
|
As Restated
|
|
Balance Sheet as of June 30, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
$
|
|
|
|
|
28,883,589 |
|
|
$
|
28,883,589 |
|
|
Total Liabilities
|
|
|
13,150,000 |
|
|
|
28,883,589 |
|
|
|
42,033,589 |
|
|
Class A common stock, subject to redemption
|
|
|
333,288,890 |
|
|
|
(28,883,589 |
)
|
|
|
304,405,301 |
|
|
Class A Common Stock
|
|
|
167 |
|
|
|
289 |
|
|
|
456 |
|
|
Additional paid-in capital
|
|
|
5,001,029 |
|
|
|
1,617,752 |
|
|
|
6,618,781 |
|
|
Accumulated deficit
|
|
|
(2,062 |
)
|
|
|
(1,618,041 |
)
|
|
|
(1,620,103 |
)
|
|
Total Stockholders’ Equity (deficit)
|
|
|
5,000,010 |
|
|
|
|
|
|
|
5,000,010 |
|
|
Balance Sheet as of September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
|
|
|
$
|
28,046,317 |
|
|
$
|
28,046,317 |
|
|
Total Liabilities
|
|
|
13,242,334 |
|
|
|
28,046,317 |
|
|
|
41,288,651 |
|
|
Class A Common Stock, subject to possible redemption
|
|
|
333,100,530 |
|
|
|
(28,046,317 |
)
|
|
|
305,054,213 |
|
|
Class A common stock
|
|
|
169 |
|
|
|
289 |
|
|
|
458 |
|
|
Additional paid-in capital
|
|
|
5,189,387 |
|
|
|
780,480 |
|
|
|
5,969,867 |
|
|
Accumulated deficit
|
|
|
(190,427 |
)
|
|
|
(780,769 |
)
|
|
|
(971,196 |
)
|
|
Total Stockholders’ Equity (deficit)
|
|
|
5,000,004 |
|
|
|
|
|
|
|
5,000,004 |
|
|
Balance Sheet as of December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
|
|
|
$
|
66,126,490 |
|
|
$
|
66,126,490 |
|
|
Total Liabilities
|
|
|
13,401,040 |
|
|
|
66,126,490 |
|
|
|
79,527,530 |
|
|
Class A common stock
|
|
|
332,882,720 |
|
|
|
(66,126,490 |
)
|
|
|
266,756,230 |
|
|
Shareholder’s equity Class A Common Stock
|
|
|
171 |
|
|
|
661 |
|
|
|
832 |
|
|
Additional paid-in capital
|
|
|
5,407,195 |
|
|
|
38,860,281 |
|
|
|
44,267,476 |
|
|
Accumulated deficit
|
|
|
(408,237 |
)
|
|
|
(38,860,942 |
)
|
|
|
(39,269,179 |
)
|
|
Total Stockholders’ Equity (deficit)
|
|
|
5,000,004 |
|
|
|
|
|
|
|
5,000,004 |
|
|
|
|
As Previously
Reported
|
|
Adjustments
|
|
As Restated
|
|
Statement of Operations for the period from March 6, 2020 to June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
$
|
2,062 |
|
|
$
|
551,352 |
|
|
$
|
553,414 |
|
|
Change in the fair value of the warrants
|
|
|
|
|
|
|
1,066,689 |
|
|
|
1,066,689 |
|
|
(Loss) Gain before provision for income taxes
|
|
|
(2,062 |
)
|
|
|
(1,618,041 |
)
|
|
|
(1,620,103 |
)
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) gain
|
|
|
(2,062 |
)
|
|
|
(1,618,041 |
)
|
|
|
(1,620,103 |
)
|
|
Basic and diluted net income per common share, Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net (loss) income per common share, Class B
|
|
|
(0.00 |
)
|
|
|
(0.19 |
)
|
|
|
(0.19 |
)
|
|
Statement of Operations for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
|
284,765 |
|
|
|
|
|
|
|
284,765 |
|
|
Change in fair value of warrants
|
|
$
|
|
|
|
$
|
837,272 |
|
|
$
|
837,272 |
|
|
(Loss) Gain before provision for income taxes
|
|
|
(176,031 |
)
|
|
|
837,272 |
|
|
|
661,241 |
|
|
Provision for income taxes
|
|
|
(12,334 |
)
|
|
|
|
|
|
|
(12,334 |
)
|
|
Net (loss) gain
|
|
|
(188,365 |
)
|
|
|
837,272 |
|
|
|
(648,907 |
)
|
|
Basic and diluted net income per common share, Class A
|
|
|
0.00 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
Basic and diluted net (loss) income per common share, Class B
|
|
|
(0.03 |
)
|
|
|
(0.04 |
)
|
|
|
(0.07 |
)
|
|
Statement of Operations for the Period From March 6, 2020 (inception) to September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
$
|
286,827 |
|
|
$
|
551,352 |
|
|
$
|
838,179 |
|
|
Loss from operations
|
|
|
(286,827 |
)
|
|
|
(551,352 |
)
|
|
|
(838,179 |
)
|
|
Change in fair value of derivative warrant liability
|
|
|
|
|
|
|
(229,417 |
)
|
|
|
(229,417 |
)
|
|
(Loss) Gain before provision for income taxes
|
|
|
(178,093 |
)
|
|
|
(780,769 |
)
|
|
|
(958,862 |
)
|
|
Provision for income taxes
|
|
|
(12,334 |
)
|
|
|
|
|
|
|
(12,334 |
)
|
|
Net (loss) gain
|
|
|
(190,427 |
)
|
|
|
(780,769 |
)
|
|
|
(971,196 |
)
|
|
Basic and diluted net income per common share, Class A
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
Basic and diluted net (loss) income per common share, Class B
|
|
|
(0.03 |
)
|
|
|
0.06 |
|
|
|
(0.03 |
)
|
|
Statement of Operations for the Period From March 6, 2020 (inception) to December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
$
|
616,065 |
|
|
$
|
551,352 |
|
|
$
|
1,167,417 |
|
|
Loss from operations
|
|
|
(616,065 |
)
|
|
|
(551,352 |
)
|
|
|
(1,167,417 |
)
|
|
Change in fair value of warrants
|
|
|
|
|
|
|
(38,309,590 |
)
|
|
|
(38,309,590 |
)
|
|
Loss before provision for income taxes
|
|
|
(396,728 |
)
|
|
|
(38,860,942 |
)
|
|
|
(39,257,670 |
)
|
|
Provision for income taxes
|
|
|
11,509 |
|
|
|
|
|
|
|
11,509 |
|
|
Net (loss) gain
|
|
|
(408,237 |
)
|
|
|
(38,860,942 |
)
|
|
|
(39,269,179 |
)
|
|
Basic and diluted net income per common share, Class A
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
Basic and diluted net (loss) income per common share, Class B
|
|
|
(0.05 |
)
|
|
|
(4.44 |
)
|
|
|
(4.49 |
)
|
|
Statement of Cash Flows
|
|
As Previously
Reported
|
|
Adjustments
|
|
As Restated
|
|
Period from March 6, 2020 (inception) to June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,062 |
)
|
|
$
|
(1,618,041 |
)
|
|
$
|
(1,620,103 |
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses allocated to operations from offering costs related to derivative warrant liability
|
|
|
|
|
|
|
1,618,041 |
|
|
|
1,618,041 |
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of common stock subject to possible redemption
|
|
|
333,288,890 |
|
|
|
(28,883,589 |
)
|
|
|
304,405,301 |
|
|
Adjustment of common stock par value
|
|
|
|
|
|
|
289 |
|
|
|
289 |
|
|
Period from March 6, 2020 (inception) to September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/gain
|
|
$
|
(190,427 |
)
|
|
$
|
(780,769 |
)
|
|
$
|
(971,196 |
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrants
|
|
$
|
|
|
|
|
229,417 |
|
|
|
229,417 |
|
|
Expenses allocated to operations from offering costs related to derivative warrant liability
|
|
|
|
|
|
|
551,352 |
|
|
|
551,352 |
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of common stock subject to possible redemption
|
|
|
333,288,890 |
|
|
|
(28,046,317 |
)
|
|
|
305,242,573 |
|
|
Change in value of common stock subject to possible redemption
|
|
|
(188,360 |
)
|
|
|
(460,552 |
)
|
|
|
(648,912 |
)
|
|
Adjustment of common stock par value
|
|
|
|
|
|
|
289 |
|
|
|
289 |
|
|
Period from March 6, 2020 (inception) to December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(408,237 |
)
|
|
$
|
(38,860,942 |
)
|
|
$
|
(39,269,179 |
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrants
|
|
$
|
|
|
|
|
38,309,590 |
|
|
|
38,309,590 |
|
|
Expenses allocated to operations from offering costs related to derivative warrant liability
|
|
|
|
|
|
|
1,618,041 |
|
|
|
1,618,041 |
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of common stock subject to possible redemption
|
|
|
333,288,890 |
|
|
|
(66,126,490 |
)
|
|
|
267,162,400 |
|
|
Change in value of common stock subject to possible redemption
|
|
|
(406,170 |
)
|
|
|
38,704,153 |
|
|
|
38,397,983 |
|
|