Restatement of Previously Issued Audited and Unaudited Financial Statements | Note 9—Restatement of Previously Issued Audited and Unaudited Financial Statements In May 2021, the Audit Committee of the Company’s board of directors, after considering the recommendations of management, concluded that, because of a misapplication of the accounting guidance related to its Warrants, the Company’s previously issued financial statements for the periods beginning April 9, 2019 (inception) through December 31, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods. On April 12, 2021, the Staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the Staff of the SEC 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 July 22, 2019, the Company’s Warrants were accounted for as equity within the Company’s previously reported balance sheets. Accordingly, the statements of operations did not include any subsequent noncash changes in estimated fair value of the Warrants. The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement. In light of the Staff Statement, the Company reassessed its accounting for the Warrants. Based on this reassessment, and after discussion and evaluation with the Company’s independent registered public accounting firm and the Audit Committee, management concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed The following presents a reconciliation of the balance sheets, statements of operations and cash flows for the Affected Periods. The restatement had no impact on net cash flows from operating, investing or financing activities. December 31, 2020 balance sheet: As of December 31, 2020 As Previously Restatement As Restated Total assets $ 205,633,422 $ — $ 205,633,422 Liabilities and Shareholders’ Equity Total current liabilities $ 4,896,647 $ — $ 4,896,647 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 47,571,334 47,571,334 Total liabilities 12,090,397 47,571,334 59,661,731 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 188,543,020 (47,571,330 ) 140,971,690 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 127 477 604 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 6,901,127 33,369,400 40,270,527 Accumulated deficit (1,901,752 ) (33,369,881 ) (35,271,633 ) Total shareholders’ equity 5,000,005 (4 ) 5,000,001 Total liabilities and shareholders’ equity $ 205,633,422 $ — $ 205,633,422 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of December 31, 2020 As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 18,854,302 (4,757,133 ) 14,097,169 Ordinary shares—shares issued and outstanding 1,270,698 4,757,133 6,027,831 Year ended December 31, 2020 statement of operations: Year Ended December 31, 2020 As Previously Restatement As Restated General and administrative expenses $ 4,791,727 $ — $ 4,791,727 Loss from operations (4,791,727 ) — (4,791,727 ) Change in fair value of warrant liability — (37,221,917 ) (37,221,917 ) Gain on investments (net), dividends and interest, held in Trust Account 1,742,713 — 1,742,713 Net loss $ (3,049,014 ) $ (37,221,917 ) $ (40,270,931 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.07 $ — $ 0.07 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.89 ) $ — $ (8.29 ) Year ended December 31, 2020 statement of cash flows: Year Ended December 31, 2020 As Previously Restatement As Restated Net loss $ (3,049,014 ) $ (37,221,917 ) $ (40,270,931 ) Adjustments to reconcile net loss to net cash used in operating activities (1,742,713 ) 37,221,917 35,479,204 Net cash used in operating activities (777,074 ) — (777,074 ) Net cash provided by investing activities 325,000 — 325,000 Net cash provided by (used in) financing activities — — — Net change in cash $ (452,074 ) $ $ (452,074 ) Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ (3,049,010 ) $ (37,221,920 ) $ (40,270,930 ) September 30, 2020 balance sheet: As of September 30, 2020 (Unaudited) As Previously Restatement As Restated Total assets $ 205,813,988 $ — $ 205,813,988 Liabilities and Shareholders’ Equity Total current liabilities $ 3,037,725 $ — $ 3,037,725 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 31,902,349 31,902,349 Total liabilities 10,231,475 31,902,349 42,133,824 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 190,582,510 (31,902,350 ) 158,680,160 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 107 320 427 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 4,861,657 17,700,577 22,562,234 Accumulated deficit 137,736 (17,700,896 ) (17,563,160 ) Total shareholders’ equity 5,000,003 1 5,000,004 Total liabilities and shareholders’ equity $ 205,813,988 $ — $ 205,813,988 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of September 30, 2020 (Unaudited) As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 19,058,251 (3,190,235 ) 15,868,016 Ordinary shares - shares issued and outstanding 1,066,749 3,190,235 4,256,984 Three months ended September 30, 2020 statement of operations: Three Months Ended September 30, 2020 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 2,338,004 $ — $ 2,338,004 Loss from operations (2,338,004 ) — (2,338,004 ) Change in fair value of warrant liability — (17,522,107 ) (17,522,107 ) Gain on investments (net), dividends and interest, held in Trust Account 81,232 — 81,232 Net loss $ (2,256,772 ) $ (17,522,107 ) $ (19,778,879 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ — $ — $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.46 ) $ — $ (3.95 ) Nine months ended September 30, 2020 statement of operations: Nine Months Ended September 30, 2020 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 2,708,421 $ — $ 2,708,421 Loss from operations (2,708,421 ) — (2,708,421 ) Change in fair value of warrant liability — (21,552,932 ) (21,552,932 ) Gain on investments (net), dividends and interest, held in Trust Account 1,698,895 — 1,698,895 Net loss $ (1,009,526 ) $ (21,552,932 ) $ (22,562,458 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.08 $ — $ 0.08 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.54 ) $ — $ (4.82 ) Nine months ended September 30, 2020 statement of cash flows: Nine Months Ended September 30, 2020 (Unaudited) As Previously Restatement As Restated Net loss $ (1,009,526 ) $ (21,552,932 ) $ (22,562,458 ) Adjustments to reconcile loss to net cash used in operating activities (1,698,895 ) 21,552,932 19,854,037 Net cash used in operating activities (577,740 ) — (577,740 ) Net cash provided by investing activities 325,000 — 325,000 Net cash provided by (used in) financing activities — — — Net change in cash $ (252,740 ) $ — $ (252,740 ) Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ (1,009,520 ) $ (21,552,940 ) $ (22,562,460 ) June 30, 2020 balance sheet: As of June 30, 2020 (Unaudited) As Previously Restatement As Restated Total assets $ 206,200,737 $ — $ 206,200,737 Liabilities and Shareholders’ Equity Total current liabilities $ 1,167,702 $ — $ 1,167,702 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 14,380,242 14,380,242 Total liabilities 8,361,452 14,380,242 22,741,694 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 192,839,280 (14,380,240 ) 178,459,040 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 84 145 229 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 2,604,910 178,642 2,783,552 Retained earnings 2,394,508 (178,789 ) 2,215,719 Total shareholders’ equity 5,000,005 (2 ) 5,000,003 Total liabilities and shareholders’ equity $ 206,200,737 $ — $ 206,200,737 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of June 30, 2020 (Unaudited) As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 19,283,928 (1,438,024 ) 17,845,904 Ordinary shares - shares issued and outstanding 841,072 1,438,024 2,279,096 Three months ended June 30, 2020 statement of operations: Three Months Ended June 30, 2020 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 123,634 $ — $ 123,634 Loss from operations (123,634 ) — (123,634 ) Change in fair value of warrant liability — (3,050,354 ) (3,050,354 ) Gain on investments (net), dividends and interest, held in Trust Account 36,858 — 36,858 Net loss $ (86,776 ) $ (3,050,354 ) $ (3,137,130 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.00 $ — $ 0.00 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.02 ) $ — $ (0.63 ) Six months ended June 30, 2020 statement of operations: Six Months Ended June 30, 2020 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 370,417 $ — $ 370,417 Loss from operations (370,417 ) — (370,417 ) Change in fair value of warrant liability — (4,030,825 ) (4,030,825 ) Gain on investments (net), dividends and interest, held in Trust Account 1,617,663 — 1,617,663 Net income (loss) $ 1,247,246 $ (4,030,825 ) $ (2,783,579 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.08 $ — $ 0.08 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.07 ) $ — $ (0.87 ) Six months ended June 30, 2020 statement of cash flows: Six Months Ended June 30, 2020 (Unaudited) As Previously Restatement As Restated Net income (loss) $ 1,247,246 $ (4,030,825 ) $ (2,783,579 ) Adjustments to reconcile net income (loss) to net cash used in operating activities (1,617,663 ) 4,030,825 2,413,162 Net cash used in operating activities (124,809 ) — (124,809 ) Net cash provided by (used in) investing activities — — — Net cash provided by (used in) financing activities — — — Net change in cash $ (124,809 ) $ — $ (124,809 ) Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ 1,247,250 (4,030,830 ) (2,783,580 ) March 31, 2020 balance sheet: As of March 31, 2020 (Unaudited) As Previously Restatement As Restated Total assets $ 206,287,199 $ — $ 206,287,199 Liabilities and Shareholders’ Equity Total current liabilities $ 1,167,388 $ — $ 1,167,388 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 11,329,888 11,329,888 Total liabilities 8,361,138 11,329,888 19,691,026 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 192,926,060 (11,329,890 ) 181,596,170 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 83 114 197 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 2,518,131 (2,871,677 ) (353,546 ) Retained earnings 2,481,284 2,871,565 5,352,849 Total shareholders’ equity 5,000,001 2 5,000,003 Total liabilities and shareholders’ equity $ 206,287,199 $ — $ 206,287,199 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of March 31, 2020 (Unaudited) As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 19,292,606 (1,132,989 ) 18,159,617 Ordinary shares - shares issued and outstanding 832,394 1,132,989 1,965,383 Three months ended March 31, 2020 statement of operations: Three Months Ended March 31, 2020 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 246,783 $ — $ 246,783 Loss from operations (246,783 ) — (246,783 ) Change in fair value of warrant liability — (980,471 ) (980,471 ) Gain on investments (net), dividends and interest, held in Trust Account 1,580,805 — 1,580,805 Net income $ 1,334,022 $ (980,471 ) $ 353,551 Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.08 $ — $ 0.08 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.05 ) $ — $ (0.24 ) Three months ended March 31, 2020 statement of cash flows: Three Months Ended March 31, 2020 (Unaudited) As Previously Restatement As Restated Net income $ 1,334,022 $ (980,471 ) $ 353,551 Adjustments to reconcile net income to net cash used in operating activities (1,580,805 ) 980,471 (600,334 ) Net cash used in operating activities (28,639 ) — (28,639 ) Net cash provided by (used in) investing activities — — — Net cash provided by (used in) financing activities — — — Net change in cash $ (28,639 ) $ — $ (28,639 ) Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ 1,334,030 $ (980,480 ) $ 353,550 December 31, 2019 balance sheet: As of December 31, 2019 As Previously Restatement As Restated Total assets $ 204,765,183 $ — $ 204,765,183 Liabilities and Shareholders’ Equity Total current liabilities $ 979,394 $ — $ 979,394 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 10,349,417 10,349,417 Total liabilities 8,173,144 10,349,417 18,522,561 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 191,592,030 (10,349,410 ) 181,242,620 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 97 104 201 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 3,852,147 (3,852,147 ) — Retained earnings 1,147,262 3,852,036 4,999,298 Total shareholders’ equity 5,000,009 (7 ) 5,000,002 Total liabilities and shareholders’ equity $ 204,765,183 $ — $ 204,765,183 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of December 31, 2019 As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 19,159,203 (1,034,941 ) 18,124,262 Ordinary shares - shares issued and outstanding 965,797 1,034,941 2,000,738 Period from April 9, 2019 (inception) to December 31, 2019 statement of operations: Period from April 9, 2019 (inception) to December 31, 2019 As Previously Restatement As Restated General and administrative expenses $ 710,080 $ 600,675 $ 1,310,755 Loss from operations (710,080 ) (600,675 ) (1,310,755 ) Change in fair value of warrant liability — 5,503,291 5,503,291 Gain on investments (net), dividends and interest, held in Trust Account 1,857,342 — 1,857,342 Net income $ 1,147,262 $ 4,902,616 $ 6,049,878 Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.08 $ — $ 0.08 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.08 ) $ — $ 0.90 Period from April 9, 2019 (inception) to December 31, 2019 statement of cash flows: Period from April 9, 2019 (inception) To December 31, 2019 As Previously Restatement As Restated Net income $ 1,147,262 $ 4,902,616 $ 6,049,878 Adjustments to reconcile net income to net cash used in operating activities (1,857,342 ) (4,902,616 ) (6,759,958 ) Net cash used in operating activities (241,682 ) — (241,682 ) Net cash used in investing activities (201,250,000 ) — (201,250,000 ) Net cash provided by financing activities 203,002,023 — 203,002,023 Net change in cash $ 1,510,341 $ — $ 1,510,341 Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ 191,592,030 $ (10,349,410 ) $ 181,242,620 Initial fair value of warrant liability — (15,852,708 ) (15,852,708 ) September 30, 2019 balance sheet: As of September 30, 2019 (Unaudited) As Previously Restatement As Restated Total assets $ 204,094,833 $ — $ 204,094,833 Liabilities and Shareholders’ Equity Total current liabilities $ 1,036,867 $ — $ 1,036,867 Deferred underwriting commissions 7,043,750 — 7,043,750 Deferred legal fees 150,000 — 150,000 Warrant liabilities — 10,840,587 10,840,587 Total liabilities 8,230,617 10,840,587 19,071,204 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 190,864,210 (10,840,590 ) 180,023,620 Shareholders’ equity: Preference shares, $0.0001 par value — — — Class A ordinary shares, $0.0001 par value 104 109 213 Class B ordinary shares, $0.0001 par value 503 — 503 Additional paid-in 4,579,960 (4,411,552 ) 168,408 Retained earnings 419,439 4,411,446 4,830,885 Total shareholders’ equity 5,000,006 3 5,000,009 Total liabilities and shareholders’ equity $ 204,094,833 $ — $ 204,094,833 A reconciliation of the Class A ordinary shares subject to possible redemption outstanding and Class A ordinary shares outstanding is as follows: As of September 30, 2019 (Unaudited) As Previously Restatement As Restated Shares subject to possible redemption - shares outstanding 19,086,421 (1,084,059 ) 18,002,362 Ordinary shares - shares issued and outstanding 1,038,579 1,084,059 2,122,638 Three months ended September 30, 2019 statement of operations: Three Months Ended September 30, 2019 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 449,938 $ 600,675 $ 1,050,613 Loss from operations (449,938 ) (600,675 ) (1,050,613 ) Change in fair value of warrant liability — 5,012,121 5,012,121 Gain on investments (net), dividends and interest, held in Trust Account 885,983 — 885,983 Net income $ 436,045 $ 4,411,446 $ 4,847,491 Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.04 $ — $ 0.04 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.09 ) $ — $ 0.79 Period from April 9, 2019 (inception) to September 30, 2019 statement of operations: Period from April 9, 2019 (inception) to September 30, 2019 (Unaudited) As Previously Restatement As Restated General and administrative expenses $ 466,544 $ 600,675 $ 1,067,219 Loss from operations (466,544 ) (600,675 ) (1,067,219 ) Change in fair value of warrant liability — 5,012,121 5,012,121 Gain on investments (net), dividends and interest, held in Trust Account 885,983 — 885,983 Net income $ 419,439 $ 4,411,446 $ 4,830,885 Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,125,000 — 20,125,000 Basic and diluted net income per share, Class A $ 0.04 $ — $ 0.04 Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,031,250 — 5,031,250 Basic and diluted net loss per share, Class B $ (0.09 ) $ — $ 0.79 Period from April 9, 2019 (inception) to September 30, 2019 statement of cash flows: Period from April 9, 2019 (inception) To September 30, 2019 (Unaudited) As Previously Restatement As Restated Net income $ 419,439 $ 4,411,446 $ 4,830,885 Adjustments to reconcile net income to net cash used in operating activities (885,983 ) (4,411,446 ) (5,297,429 ) Net cash used in operating activities (207,200 ) — (207,200 ) Net cash used in investing activities (201,250,000 ) — (201,250,000 ) Net cash provided by financing activities 203,238,700 — 203,238,700 Net change in cash $ 1,781,500 $ — $ 1,781,500 Noncash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ 190,864,210 $ (10,840,590 ) $ 180,023,620 Initial fair value of warrant liability — (15,852,708 ) (15,852,708 ) |