RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Private Warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Warrant. 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”). The SEC Statement advises, among other things, that certain adjustments generally present in SPAC warrants preclude such warrants from being accounted for as equity, 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 Private 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 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. As a result of the above, the Company should have classified the Private 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 Private Warrants at the end of each reporting period as well as re-evaluate the treatment of the Private 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 Private 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, operating expenses, or cash. The table below summarizes the effects of the restatement on the financial statements for all periods being restated. As Previously As Reported Adjustments Restated Balance sheet as of March 7, 2019 (audited) Total Liabilities $ 800 $ 387,450 $ 388,250 Common Stock Subject to Possible Redemption 235,835,860 (387,450 ) 235,448,410 Common Stock 823 4 827 Additional Paid-in Capital 5,000,419 (4 ) 5,000,415 Accumulated Deficit (1,237 ) - (1,237 ) Number of shares subject to redemption 23,583,586 (38,745 ) 23,544,841 Balance sheet as of March 31, 2019 (unaudited) Total Liabilities $ 141,266 $ 480,900 $ 622,166 Common Stock Subject to Possible Redemption 272,119,628 (480,900 ) 271,638,728 Common Stock 830 5 835 Additional Paid-in Capital 4,716,644 48,085 4,764,729 Retained Earnings 282,533 (48,090 ) 234,443 Number of shares subject to redemption 27,181,690 (48,037 ) 27,133,653 Balance sheet as of June 30, 2019 (unaudited) Total Liabilities $ 575,711 $ 535,860 $ 1,111,571 Common Stock Subject to Possible Redemption 273,384,442 (535,860 ) 272,848,582 Common Stock 827 5 832 Additional Paid-in Capital 3,451,833 103,045 3,554,878 Retained Earnings 1,547,342 (103,050 ) 1,444,292 Number of shares subject to redemption 27,212,685 (53,339 ) 27,159,346 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 305,931 $ 522,120 $ 828,051 Common Stock Subject to Possible Redemption 274,281,031 (522,120 ) 273,758,911 Common Stock 833 5 838 Additional Paid-in Capital 2,555,238 89,305 2,644,543 Retained Earnings 2,443,936 (89,310 ) 2,354,626 Number of shares subject to redemption 27,157,275 (51,696 ) 27,105,579 Balance sheet as of December 31, 2019 (audited) Total Liabilities $ 296,124 $ 405,330 $ 701,454 Common Stock Subject to Possible Redemption 275,203,480 (405,330 ) 274,798,150 Common Stock 836 4 840 Additional Paid-in Capital 1,632,786 (27,484 ) 1,605,302 Retained Earnings 3,366,387 27,480 3,393,867 Number of shares subject to redemption 27,126,477 (39,953 ) 27,086,524 Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 845,553 $ 267,930 $ 1,113,483 Common Stock Subject to Possible Redemption 276,969,542 (267,930 ) 276,701,612 Common Stock 840 2 842 Additional Paid-in Capital - (164,882 ) (164,882 ) Retained Earnings 4,999,162 164,880 5,164,042 Number of shares subject to redemption 27,082,526 (26,199 ) 27,056,327 Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 761,591 $ 401,895 $ 1,163,486 Common Stock Subject to Possible Redemption 276,806,346 (401,895 ) 276,404,451 Common Stock 839 4 843 Additional Paid-in Capital 29,917 (30,919 ) (1,002 ) Accumulated Deficit 4,969,245 30,915 5,000,160 Number of shares subject to redemption 27,099,153 (39,345 ) 27,059,808 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 826,108 $ 348,653 $ 1,174,761 Common Stock Subject to Possible Redemption 276,705,058 (348,653 ) 276,356,405 Common Stock 838 3 841 Additional Paid-in Capital 131,206 (84,160 ) 47,046 Retained Earnings 4,867,958 84,157 4,952,115 Number of shares subject to redemption 27,110,573 (34,160 ) 27,076,413 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 867,172 $ 4,204,440 $ 5,071,612 Common Stock Subject to Possible Redemption 276,546,264 (4,204,440 ) 272,341,820 Common Stock 840 41 881 Additional Paid-in Capital 257,314 3,771,589 4,028,903 Retained Earnings 4,741,848 (3,771,630 ) 970,218 Number of shares subject to redemption 27,087,556 (411,823 ) 26,675,733 Statement of Operations for the Three months ended March 31, 2019 (unaudited) Net income (loss) $ 283,325 $ (48,090 ) $ 235,235 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,181,690 - 27,181,690 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,780,244 - 6,780,244 Basic and diluted net income per share, Common stock 0.00 0.05 0.05 Statement of Operations for the Three months ended June 30, 2019 (unaudited) Net income (loss) $ 1,264,809 $ (54,960 ) $ 1,209,849 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,212,685 - 27,212,685 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 8,305,310 - 8,305,310 Basic and diluted net income per share, Common stock (0.02 ) 0.17 0.15 Statement of Operations for the Six months ended June 30, 2019 (unaudited) Net income (loss) $ 1,548,134 $ (103,050 ) $ 1,445,084 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,212,685 (55,410 ) 27,157,275 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 7,546,990 727,325 8,274,315 Basic and diluted net income per share, Common stock (0.02 ) 0.13 0.11 Statement of Operations for the Three months ended September 30, 2019 (unaudited) Net income $ 896,594 $ 13,740 $ 910,334 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,157,275 - 27,157,275 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 8,274,315 (482,219 ) 7,792,096 Basic and diluted net income per share, Common stock (0.02 ) 0.34 0.32 Statement of Operations for the Nine months ended September 30, 2019 (unaudited) Net income (loss) $ 2,444,728 $ (89,310 ) $ 2,355,418 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,157,275 - 27,157,275 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 7,792,096 - 7,792,096 Basic and diluted net income per share, Common stock (0.04 ) 0.36 0.32 Statement of Operations for the Year ended December 31, 2019 (audited) Net income $ 3,367,179 $ 27,480 $ 3,394,659 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,126,477 - 27,126,477 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 7,927,608 - 7,927,608 Basic and diluted net income per share, Common stock (0.07 ) 0.51 0.44 Statement of Operations for the Three months ended March 31, 2020 (unaudited) Net income $ 1,766,055 $ 137,400 $ 1,903,455 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,082,526 3,998 27,086,524 Basic and diluted net income per share, Common stock subject to possible redemption 0.07 0.00 0.07 Basic and diluted weighted average shares outstanding, Common stock 8,360,523 39,953 8,400,476 Basic and diluted net income per share, Common stock (0.02 ) (0.02 ) (0.00 ) Statement of Operations for the Three months ended June 30, 2020 (unaudited) Net loss $ (163,197 ) $ (133,965 ) $ (297,162 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,099,153 (42,856 ) 27,056,327 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 8,404,474 26,199 8,430,673 Basic and diluted net income per share, Common stock (0.02 ) (0.02 ) (0.04 ) Statement of Operations for the Six months ended June 30, 2020 (unaudited) Net income $ 1,602,858 $ 3,435 $ 1,606,293 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,099,153 (27,727 ) 27,071,426 Basic and diluted net income per share, Common stock subject to possible redemption 0.07 0.00 0.07 Basic and diluted weighted average shares outstanding, Common stock 8,382,499 33,076 8,415,575 Basic and diluted net income per share, Common stock (0.04 ) 0.00 (0.04 ) Statement of Operations for the Three months ended September 30, 2020 (unaudited) Net income (loss) $ (101,287 ) $ 53,242 $ (48,045 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,110,573 (50,765 ) 27,059,808 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 8,387,847 39,345 8,427,192 Basic and diluted net income per share, Common stock (0.01 ) 0.00 (0.01 ) Statement of Operations for the Nine months ended September 30, 2020 (unaudited) Net income $ 1,501,571 $ 56,677 $ 1,558,248 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,110,573 (43,048 ) 27,067,525 Basic and diluted net income per share, Common stock subject to possible redemption 0.07 0.00 0.07 Basic and diluted weighted average shares outstanding, Common stock 8,384,294 35,181 8,419,475 Basic and diluted net income per share, Common stock (0.06 ) 0.01 (0.05 ) Statement of Operations for the Year ended December 31, 2020 (audited) Net Income (loss) $ 1,375,461 $ (3,799,110 ) $ (2,423,649 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 27,104,439 (34,925 ) 27,069,514 Basic and diluted net income per share, Common stock subject to possible redemption 0.08 (0.01 ) 0.07 Basic and diluted weighted average shares outstanding, Common stock 8,382,317 34,924 8,417,241 Basic and diluted net income per share, Common stock (0.08 ) (0.45 ) (0.53 ) Cash Flow Statement for the Period from March 7, 2019 (inception) to March 31, 2019 (unaudited) Net income (loss) $ 283,325 $ (48,090 ) $ 235,235 Change in fair value of warrant liability -- 48,090 48,090 Initial classification of warrant liability -- 432,810 432,810 Initial classification of common stock subject to possible redemption 271,835,860 (432,810 ) 271,403,050 Change in value of common stock subject to possible redemption 283,768 (48,090 ) 235,678 Cash Flow Statement for the Period from March 7, 2019 (inception) to June 30, 2019 (unaudited) Net income (loss) $ 1,548,134 $ (103,050 ) $ 1,445,084 Change in fair value of warrant liability -- 103,050 103,050 Initial classification of warrant liability -- 432,810 432,810 Initial classification of common stock subject to possible redemption 271,835,860 (432,810 ) 271,403,050 Change in value of common stock subject to possible redemption 1,548,582 (105,050 ) 1,445,532 Cash Flow Statement for the Period from March 7, 2019 (inception) to September 30, 2019 (unaudited) Net income (loss) $ 2,444,728 $ (89,310 ) $ 2,355,418 Change in fair value of warrant liability -- 89,310 89,310 Initial classification of warrant liability -- 432,810 432,810 Initial classification of common stock subject to possible redemption 271,835,860 (432,810 ) 271,403,050 Change in value of common stock subject to possible redemption 2,445,171 (89,310 ) 2,355,861 Cash Flow Statement for the Period from March 7, 2019 (inception) to December 31, 2019 (audited) Net income $ 3,367,179 $ 27,480 $ 3,394,659 Change in fair value of warrant liability -- (27,480 ) (27,480 ) Initial classification of warrant liability -- 432,810 432,810 Initial classification of common stock subject to possible redemption 271,835,860 (432,810 ) 271,403,050 Change in value of common stock subject to possible redemption 3,367,620 27,480 3,395,100 Cash Flow Statement Three months ended March 31, 2020 (unaudited) Net income $ 1,766,055 $ 137,400 $ 1,903,455 Change in fair value of warrant liability -- 137,400 137,400 Change in value of common stock subject to possible redemption 1,766,062 137,400 1,903,462 Cash Flow Statement Six months ended June 30, 2020 (unaudited) Net income $ 1,602,858 $ 3,435 $ 1,606,293 Change in fair value of warrant liability -- 3,435 3,435 Change in value of common stock subject to possible redemption 1,602,866 3,435 1,606,301 Cash Flow Statement Nine months ended September 30, 2020 (unaudited) Net income $ 1,501,571 $ 56,667 $ 1,558,248 Change in fair value of warrant liability -- 56,667 56,667 Change in value of common stock subject to possible redemption 1,501,578 56,667 1,558,245 Cash Flow Statement Year Ended December 31, 2020 (unaudited) Net income (loss) $ 1,375,461 $ (3,799,110 ) $ (2,423,649 ) Change in fair value of warrant liability -- (3,799,110 ) (3,799,110 ) Change in value of common stock subject to possible redemption 1,342,784 3,799,114 (2,456,330 ) |