Restatement of Previously Issued Audited and Unaudited Financial Statements | 2. Restatement of Previously Issued Audited and Unaudited Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for Warrants (as defined in Note 5) and Forward Purchase Agreement (as defined in Note 5) under ASC 815-40 and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Warrants and Forward Purchase Agreement meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and Forward Purchase Agreement as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date. The Company's prior accounting treatment for the Warrants and Forward Purchase Agreement was equity classification rather than as derivative liabilities. Accounting for the Warrants and Forward Purchase Agreement as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and Forward Purchase Agreement to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and Forward Purchase Agreement in the Company's financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. The following presents the restated financial statements as of and for the years ended December 31, 2020 and 2019. As of December 31, 2020 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 33,015,000 $ 33,015,000 Forward Purchase Agreement liability - 5,185,000 5,185,000 Total liabilities 11,362,036 38,200,000 49,562,036 Class A common stock subject to possible redemption 237,622,980 (38,200,000 ) 199,422,980 Class A common stock 124 382 506 Additional paid-in capital 4,748,125 13,914,932 18,663,057 Retained earnings (accumulated deficit) 251,130 (13,915,314 ) (13,664,184 ) Class A common stock subject to possible redemption—shares outstanding 23,762,298 (3,820,000 ) 19,942,298 Class A common stock—shares issued and outstanding 1,237,702 3,820,000 5,057,702 As of December 31, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 20,010,000 $ 20,010,000 Forward Purchase Agreement liability - 3,396,000 3,396,000 Total liabilities 9,689,876 23,406,000 33,095,876 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Class A common stock 99 234 333 Additional paid-in capital 2,256,679 (878,920 ) 1,377,759 Retained earnings 2,742,605 878,686 3,621,291 Class A common stock subject to possible redemption—shares outstanding 24,011,445 (2,340,600 ) 21,670,845 Class A common stock—shares issued and outstanding 988,555 2,340,600 3,329,155 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (13,005,000 ) $ (13,005,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,789,000 ) (1,789,000 ) Loss before income taxes (2,354,745 ) (14,794,000 ) (17,148,745 ) Net loss (2,491,475 ) (14,794,000 ) (17,285,475 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.49 ) $ (2.36 ) $ (2.85 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 10,850,000 $ 10,850,000 Change in the fair value of the Forward Purchase Agreement liability - (1,361,000 ) (1,361,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 3,945,833 878,686 4,824,519 Net income 2,750,226 878,686 3,628,912 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.05 ) $ 0.14 $ 0.09 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (2,491,475 ) $ (14,794,000 ) $ (17,285,475 ) Change in the fair value of Warrant liability - 13,005,000 13,005,000 Change in the fair value of the Forward Purchase Agreement liability - 1,789,000 1,789,000 Net cash used in operating activities (1,549,862 ) - (1,549,862 ) Net cash provided by investing activities 851,488 - 851,488 Net cash used in financing activities (121,200 ) - (121,200 ) Net decrease in cash (819,574 ) - (819,574 ) Change in Class A common stock subject to possible redemption (2,491,471 ) (14,793,999 ) (17,285,470 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,750,226 $ 878,686 $ 3,628,912 Change in the fair value of Warrant liability - (10,850,000 ) (10,850,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,361,000 1,361,000 Initial classification of Forward Purchase Agreement liability 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrant 5,110,000 5,110,000 Net cash used in operating activities (1,255,466 ) - (1,255,466 ) Net cash used in investing activities (249,097,000 ) - (249,097,000 ) Net cash provided by financing activities 251,433,770 - 251,433,770 Net increase in cash 1,081,304 - 1,081,304 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Initial classification of Warrant liability - 30,860,000 30,860,000 The following presents the restatement of previously reported condensed balance sheets as of March 31, 2020, June 30, 2020, September 30, 2020, March 12, 2019, March 31, 2019, June 30, 2019 and September 30, 2019. As of March 31, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,125,000 $ 21,125,000 Forward Purchase Agreement liability - 1,992,000 1,992,000 Total liabilities 9,600,007 23,117,000 32,717,007 Class A common stock subject to possible redemption 240,599,870 (23,117,000 ) 217,482,870 Class A common stock 94 231 325 Additional paid-in capital 1,771,264 (1,167,917 ) 603,347 Retained earnings 3,228,027 1,167,686 4,395,713 Class A common stock subject to possible redemption—shares outstanding 24,059,987 (2,311,700 ) 21,748,287 Class A common stock—shares issued and outstanding 940,013 2,311,700 3,251,713 As of June 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 32,680,000 $ 32,680,000 Forward Purchase Agreement liability - 5,221,000 5,221,000 Total liabilities 9,596,571 37,901,000 47,497,571 Class A common stock subject to possible redemption 240,470,140 (37,901,000 ) 202,569,140 Class A common stock 95 379 474 Additional paid-in capital 1,900,993 13,615,935 15,516,928 Retained earnings (accumulated deficit) 3,098,290 (13,616,314 ) (10,518,024 ) Class A common stock subject to possible redemption—shares outstanding 24,047,014 (3,790,100 ) 20,256,914 Class A common stock—shares issued and outstanding 952,986 3,790,100 4,743,086 As of September 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,280,000 $ 21,280,000 Forward Purchase Agreement liability - 2,761,000 2,761,000 Total liabilities 9,155,490 24,041,000 33,196,490 Class A common stock subject to possible redemption 240,053,100 (24,041,000 ) 216,012,100 Class A common stock 99 241 340 Additional paid-in capital 2,318,029 (243,927 ) 2,074,102 Retained earnings 2,681,257 243,686 2,924,943 Class A common stock subject to possible redemption—shares outstanding 24,005,310 (2,404,100 ) 21,601,210 Class A common stock—shares issued and outstanding 994,690 2,404,100 3,398,790 As of March 12, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,860,000 $ 30,860,000 Forward Purchase Agreement liability - 2,035,000 2,035,000 Total liabilities 9,852,764 32,895,000 42,747,764 Class A common stock subject to possible redemption 237,363,330 (32,895,000 ) 204,468,330 Class A common stock 126 329 455 Additional paid-in capital 5,007,679 8,609,985 13,617,664 Accumulated deficit (8,522 ) (8,610,314 ) (8,618,836 ) Class A common stock subject to possible redemption—shares outstanding 23,736,333 (3,289,500 ) 20,446,833 Class A common stock—shares issued and outstanding 1,263,667 3,289,500 4,553,167 As of March 31, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,595,000 $ 30,595,000 Forward Purchase Agreement liability - 1,824,000 1,824,000 Total liabilities 9,558,989 32,419,000 41,977,989 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Class A common stock 125 324 449 Additional paid-in capital 4,835,419 8,133,990 12,969,409 Retained earnings (accumulated deficit) 163,745 (8,134,314 ) (7,970,569 ) Class A common stock subject to possible redemption—shares outstanding 23,753,559 (3,241,900 ) 20,511,659 Class A common stock—shares issued and outstanding 1,246,441 3,241,900 4,488,341 As of June 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 17,085,000 $ 17,085,000 Forward Purchase Agreement liability - 2,497,000 2,497,000 Total liabilities 9,558,263 19,582,000 29,140,263 Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Class A common stock 114 196 310 Additional paid-in capital 3,785,925 (4,702,882 ) (916,957 ) Retained earnings 1,213,338 4,702,686 5,916,024 Class A common stock subject to possible redemption—shares outstanding 23,858,519 (1,958,200 ) 21,900,319 Class A common stock—shares issued and outstanding 1,141,481 1,958,200 3,099,681 As of September 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 19,730,000 $ 19,730,000 Forward Purchase Agreement liability - 3,053,000 3,053,000 Total liabilities 9,363,197 22,783,000 32,146,197 Class A common stock subject to possible redemption 239,638,660 (22,783,000 ) 216,855,660 Class A common stock 104 227 331 Additional paid-in capital 2,732,465 (1,501,913 ) 1,230,552 Retained earnings 2,266,811 1,501,686 3,768,497 Class A common stock subject to possible redemption—shares outstanding 23,963,866 (2,278,300 ) 21,685,566 Class A common stock—shares issued and outstanding 1,036,134 2,278,300 3,314,434 The following presents the restatement of previously reported unaudited condensed statements of operations for the three months ended March 31, 2020, the three and six months ended June 30, 2020, the three and nine months ended September 30, 2020, the three months ended March 31, 2019, the three and six months ended June 30, 2019 and the three and nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,115,000 ) $ (1,115,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,404,000 1,404,000 Income before income taxes 704,813 289,000 993,813 Net income 485,422 289,000 774,422 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.01 ) $ 0.04 $ 0.03 For the three months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (11,555,000 ) $ (11,555,000 ) Change in the fair value of the Forward Purchase Agreement liability - (3,229,000 ) (3,229,000 ) Loss before income taxes (126,002 ) (14,784,000 ) (14,910,002 ) Net loss (129,737 ) (14,784,000 ) (14,913,737 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.02 ) $ (2.37 ) $ (2.39 ) For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (12,670,000 ) $ (12,670,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,825,000 ) (1,825,000 ) Income (loss) before income taxes 578,812 (14,495,000 ) (13,916,188 ) Net income (loss) 355,685 (14,495,000 ) (14,139,315 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.03 ) $ (2.32 ) $ (2.35 ) For the three months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,400,000 $ 11,400,000 Change in the fair value of the Forward Purchase Agreement liability - 2,460,000 2,460,000 (Loss) income before income taxes (429,235 ) 13,860,000 13,430,765 Net (loss) income (417,033 ) 13,860,000 13,442,967 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.07 ) $ 2.23 $ 2.16 For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,270,000 ) $ (1,270,000 ) Change in the fair value of the Forward Purchase Agreement liability - 635,000 635,000 Income (loss) before income taxes 149,577 (635,000 ) (485,423 ) Net loss (61,348 ) (635,000 ) (696,348 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.10 ) $ (0.10 ) $ (0.20 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 265,000 $ 265,000 Change in the fair value of the Forward Purchase Agreement liability - 211,000 211,000 Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income (loss) before income taxes 216,918 (8,134,314 ) (7,917,396 ) Net income (loss) 171,366 (8,134,314 ) (7,962,948 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (1.30 ) $ (1.31 ) For the three months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,510,000 $ 13,510,000 Change in the fair value of the Forward Purchase Agreement liability - (673,000 ) (673,000 ) Income before income taxes 1,369,240 12,837,000 14,206,240 Net income 1,049,594 12,837,000 13,886,594 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 2.06 $ 2.04 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,775,000 $ 13,775,000 Change in the fair value of the Forward Purchase Agreement liability - (462,000 ) (462,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 1,586,158 4,702,686 6,288,844 Net income 1,220,960 4,702,686 5,923,646 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 0.75 $ 0.73 For the three months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (2,645,000 ) $ (2,645,000 ) Change in the fair value of the Forward Purchase Agreement liability - (556,000 ) (556,000 ) Income (loss) before income taxes 1,353,400 (3,201,000 ) (1,847,600 ) Net income (loss) 1,053,472 (3,201,000 ) (2,147,528 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (0.51 ) $ (0.52 ) For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,130,000 $ 11,130,000 Change in the fair value of the Forward Purchase Agreement liability - (1,018,000 ) (1,018,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants (5,110,000 ) (5,110,000 ) Income before income taxes 2,939,558 1,501,686 4,441,244 Net income 2,274,432 1,501,686 3,776,118 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.04 ) $ 0.24 $ 0.20 The following tables contain the restatement of previously reported unaudited condensed statements of cash flows for the three months ended March 31, 2020, the six months ended June 30, 2020, the nine months ended September 30, 2020, the three months ended March 31, 2019, the six months ended June 30, 2019, the nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 485,422 $ 289,000 $ 774,422 Change in the fair value of Warrant liability - 1,115,000 1,115,000 Change in the fair value of the Forward Purchase Agreement liability - (1,404,000 ) (1,404,000 ) Net cash used in operating activities (392,069 ) - (392,069 ) Net cash provided by investing activities 200,000 - 200,000 Net cash used in financing activities (73,736 ) - (73,736 ) Net decrease in cash (265,805 ) - (265,805 ) Class A common stock subject to possible redemption 485,420 289,000 774,420 For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income (loss) $ 355,685 $ (14,495,000 ) $ (14,139,315 ) Change in the fair value of Warrant liability - 12,670,000 12,670,000 Change in the fair value of the Forward Purchase Agreement liability - 1,825,000 1,825,000 Net cash used in operating activities (561,642 ) - (561,642 ) Net cash provided by investing activities 707,600 - 707,600 Net cash used in financing activities (70,954 ) - (70,954 ) Net increase in cash 75,004 - 75,004 Class A common stock subject to possible redemption 355,690 (14,495,000 ) (14,139,310 ) For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (61,348 ) $ (635,000 ) $ (696,348 ) Change in the fair value of Warrant liability - 1,270,000 1,270,000 Change in the fair value of the Forward Purchase Agreement liability - (635,000 ) (635,000 ) Net cash used in operating activities (1,373,968 ) - (1,373,968 ) Net cash provided by investing activities 765,483 - 765,483 Net cash used in financing activities (83,629 ) - (83,629 ) Net decrease in cash (692,114 ) - (692,114 ) Class A common stock subject to possible redemption (61,350 ) (635,000 ) (696,350 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 171,366 $ (8,134,314 ) $ (7,962,948 ) Change in the fair value of Warrant liability - (265,000 ) (265,000 ) Change in the fair value of the Forward Purchase Agreement liability - (211,000 ) (211,000 ) Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash provided by (used in) operating activities 239,455 - 239,455 Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,342,222 - 251,342,222 Net increase in cash 1,581,677 - 1,581,677 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Initial classification of Warrant liability - 30,860,000 30,860,000 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 1,220,960 $ 4,702,686 $ 5,923,646 Change in the fair value of Warrant liability - (13,775,000 ) (13,775,000 ) Change in the fair value of the Forward Purchase Agreement liability - 462,000 462,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (306,922 ) - (306,922 ) Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,398,074 - 251,398,074 Net increase in cash 1,091,152 - 1,091,152 Change in Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Initial classification of Warrant liability - 30,860,000 30,860,000 For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,274,432 $ 1,501,686 $ 3,776,118 Change in the fair value of Warrant liability - (11,130,000 ) (11,130,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,018,000 1,018,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (856,547 ) - (856,547 ) Net cash used in investing activities (249,422,674 ) - (249,422,674 ) Net cash provided by financing activities 251,360,801 - 251,360,801 Net increase in cash 1,081,580 - 1,081,580 Class A common stock subject to possible redemption 239,638,600 (22,783,000 ) 216,855,660 Initial classification of Warrant liability - 30,860,000 30,860,000 |