Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Company concluded it should correct its accounting related to the Company’s outstanding warrants. The Company had initially accounted for the warrants as a component of equity, but upon further evaluation of the terms of the warrant, concluded that the warrants should be accounted for as liabilities. The warrants contain a restructuring price adjustment provision, such that, in the event the Company completes a business combination subsequent to the initial Business Combination which results in the Company’s shares no longer being listed on a national exchange or the OTC Bulletin Board, the exercise price of the warrants will decrease by a formula that causes the warrants to not be indexed to the Company’s own shares. As a result of this provision, the Company has restated its financial statements to reflect the Company’s warrants as liabilities with changes in the fair value recorded in the current period earnings. The table below summarizes the effect of the restatement to the Company’s financial statements for (i) its audited financial statements as of December 31, 2019, and for the period from April 30, 2019 (date of inception) to December 31, 2019, (ii) its audited financial statements as of December 31, 2020, and for the full year ended December 31, 2020 and (iii) its unaudited interim financial statements as of, and for the quarterly periods ended, March 31, 2020, June 30, 2020, and September 30, 2020: Previously Adjustments As Restated Balance sheet as of November 12, 2019 (audited) Total Assets 174,051,002 — 174,051,002 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 261,246 — 261,246 Income tax payable — — — Warrant liabilities — 14,465,500 14,465,500 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,298,746 14,465,500 20,764,246 Common stock subject to possible redemption 162,752,250 (14,465,501 ) 148,286,749 Stockholders’ equity Common stock 528 145 673 Additional paid-in 5,000,560 976,411 5,976,971 Accumulated deficit (1,082 ) (976,555 ) (977,637 ) Total stockholders’ equity 5,000,006 1 5,000,007 Total liabilities and stockholders’ equity 174,051,002 — 174,051,002 Balance sheet as of December 31, 2019 (audited) Total Assets 173,902,304 — 173,902,304 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 214,070 1 214,071 Warrant liabilities — 14,465,500 14,465,500 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,251,570 14,465,501 20,717,071 Previously Adjustments As Restated Common stock subject to possible redemption 162,650,730 (14,465,501 ) 148,185,229 Stockholders’ equity Common stock 529 145 674 Additional paid-in 5,102,079 976,411 6,078,490 Accumulated deficit (102,604 ) (976,556 ) (1,079,160 ) Total stockholders’ equity 5,000,004 — 5,000,004 Total liabilities and stockholders’ equity 173,902,304 — 173,902,304 Statement of operations Period from April 30, 2019 (inception) to December 31, 2019 (audited) Loss from operations (256,567 ) (468,001 ) (724,568 ) Other income (expense): Interest income 126,688 — 126,688 Change in fair value of warrant liabilities — — — Offering costs associated with warrants recorded as liabilities — (508,555 ) (508,555 ) Total other income (expense) 126,688 (508,555 ) (381,867 ) Income (loss) before provision for income taxes (129,879 ) (976,556 ) (1,106,435 ) Income tax (provision) benefit 27,275 27,275 Net income (loss) (102,604 ) (976,556 ) (1,079,160 ) Weighted average shares outstanding of common stock, basic and diluted 4,057,455 289,310 4,376,765 Basic and diluted net loss per share, common shares (0.03 ) (0.22 ) (0.25 ) Weighted average shares outstanding and subject to possible redemption, basic and diluted 3,255,045 (289,310 ) 2,965,735 Basic and diluted net loss per share subject to possible redemption 0.01 (0.00 ) 0.01 Statement of cash flows Period from April 30, 2019 (inception) to December 31, 2019 (audited) Net loss (102,604 ) (976,556 ) (1,079,160 ) Adjustments to reconcile net loss to net cash used in operating activities: (167,018 ) 976,555 809,537 Net cash used in operating activities (269,622 ) (1 ) (269,623 ) Net cash used in investing activities (172,500,000 ) — (172,500,000 ) Net cash provided by financing activities 173,790,838 1 173,790,839 Non-cash investing and financing activities — — — Initial classification of common stock subject to possible redemption 162,752,250 (14,465,501 ) 148,286,749 Change in value of common stock subject to possible redemption (101,520 ) — (101,520 ) Initial classification of warrants issued — 14,465,500 14,465,500 Deferred underwriting fee payable 6,037,500 — 6,037,500 Deferred offering costs paid directly by Sponsor from proceeds from issuance of Class B common stock to Sponsor 25,000 — 25,000 Previously Adjustments As Restated Balance sheet as of March 31, 2020 (unaudited) Total Assets 174,254,141 — 174,254,141 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 160,813 1 160,814 Income tax payable 63,523 — 63,523 Warrant liabilities — 13,341,750 13,341,750 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,261,836 13,341,751 19,603,587 Common stock subject to possible redemption 162,992,304 (13,341,751 ) 149,650,553 Stockholders’ equity Common stock 531 133 664 Additional paid-in 4,760,503 (147,327 ) 4,613,176 Retained Earnings 238,967 147,194 386,161 Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity 174,254,141 — 174,254,141 Statement of operations Three months ended March 31, 2020 (unaudited) Loss from operations (176,292 ) — (176,292 ) Other income (expense): Interest income 608,661 — 608,661 Change in fair value of warrant liabilities — 1,123,750 1,123,750 Total other income (expense) 608,661 1,123,750 1,732,411 Income (loss) before provision for income taxes 432,369 1,123,750 1,556,119 Income tax (provision) benefit (90,798 ) (90,798 ) Net income (loss) 341,571 1,123,750 1,465,321 Weighted average shares outstanding of common stock, basic and diluted 5,297,427 1,446,550 6,743,977 Basic and diluted net loss per share, common shares (0.02 ) 0.18 0.16 Weighted average shares outstanding and subject to possible redemption, basic and diluted 16,265,073 (1,446,550 ) 14,818,523 Basic and diluted net loss per share subject to possible redemption 0.03 0.00 0.03 Statement of cash flows Three months ended March 31, 2020 (unaudited) Net loss 341,571 1,123,750 1,465,321 Adjustments to reconcile net loss to net cash used in operating activities: (536,267 ) (1,123,750 ) (1,660,017 ) Net cash used in operating activities (194,696 ) — (194,696 ) Net cash used in investing activities 134,835 — 134,835 Net cash provided by financing activities — — — Non-cash investing and financing activities: Change in value of common stock subject to possible redemption 341,574 1,123,750 1,465,324 Previously Adjustments As Restated Balance sheet as of June 30, 2020 (unaudited) Total Assets 174,279,113 — 174,279,113 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 143,918 1 143,919 Income tax payable 72,315 — 72,315 Warrant liabilities — 12,684,750 12,684,750 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,253,733 12,684,751 18,938,484 Common stock subject to possible redemption 163,025,379 (12,684,752 ) 150,340,627 Stockholders’ equity Common stock 531 127 658 Additional paid-in 4,727,428 (804,320 ) 3,923,108 Retained Earnings 272,042 804,194 1,076,236 Total stockholders’ equity 5,000,001 1 5,000,002 Total liabilities and stockholders’ equity 174,279,113 — 174,279,113 Statement of operations Three months ended June 30, 2020 (unaudited) Loss from operations (139,094 ) — (139,094 ) Other income (expense): Interest income 180,961 — 180,961 Change in fair value of warrant liabilities — 657,000 657,000 Total other income (expense) 180,961 657,000 837,961 Income (loss) before provision for income taxes 41,867 657,000 698,867 Income tax (provision) benefit (8,792 ) (8,792 ) Net income (loss) 33,075 657,000 690,075 Weighted average shares outstanding of common stock, basic and diluted. 5,309,155 1,330,419 6,639,574 Basic and diluted net loss per share, common shares (0.02 ) 0.10 0.09 Weighted average shares outstanding and subject to possible redemption, basic and diluted 16,253,345 (1,330,419 ) 14,922,926 Basic and diluted net loss per share subject to possible redemption 0.01 0.00 0.01 Statement of operations Six months ended June 30, 2020 (unaudited) Loss from operations (315,386 ) — (315,386 ) Other income (expense): Interest income 789,622 — 789,622 Change in fair value of warrant liabilities — 1,780,750 1,780,750 Total other income (expense) 789,622 1,780,750 2,570,372 Income (loss) before provision for income taxes 474,236 1,780,750 2,254,986 Income tax (provision) benefit (99,590 ) — (99,590 ) Net income (loss) 374,646 1,780,750 2,155,396 Weighted average shares outstanding of common stock, basic and diluted. 5,303,291 1,388,485 6,691,776 Basic and diluted net loss per share, common shares (0.03 ) 0.28 0.25 Weighted average shares outstanding and subject to possible redemption, basic and diluted 16,259,209 (1,388,485 ) 14,870,724 Basic and diluted net loss per share subject to possible redemption 0.03 0.00 0.03 Previously Adjustments As Restated Statement of cash flows Six months ended June 30, 2020 (unaudited) Net loss 374,646 1,780,750 2,155,396 Adjustments to reconcile net loss to net cash used in operating activities: (687,153 ) (1,780,750 ) (2,467,903 ) Net cash used in operating activities (312,507 ) — (312,507 ) Net cash used in investing activities 188,763 — 188,763 Net cash provided by financing activities — — — Non-cash investing and financing activities: Change in value of common stock subject to possible redemption 374,649 1,780,749 2,155,398 Balance sheet as of September 30, 2020 (unaudited) Total Assets 174,227,854 — 174,227,854 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 222,604 1 222,605 Income tax payable 45,026 — 45,026 Warrant liabilities — 15,277,250 15,277,250 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,305,130 15,277,251 21,582,381 Common stock subject to possible redemption 162,922,723 (15,277,250 ) 147,645,473 Stockholders’ equity Common stock 532 153 685 Additional paid-in 4,830,083 1,788,152 6,618,235 Retained Earnings (accumulated deficit) 169,386 (1,788,306 ) (1,618,920 ) Total stockholders’ equity 5,000,001 (1 ) 5,000,000 Total liabilities and stockholders’ equity 174,227,854 — 174,227,854 Statement of operations Three months ended September 30, 2020 (unaudited) Loss from operations (145,615 ) — (145,615 ) Other income (expense): Interest income 15,670 — 15,670 Change in fair value of warrant liabilities — (2,592,500 ) (2,592,500 ) Total other income (expense) 15,670 (2,592,500 ) (2,576,830 ) Income (loss) before provision for income taxes (129,945 ) (2,592,500 ) (2,722,445 ) Income tax (provision) benefit 27,289 27,289 Net income (loss) (102,656 ) (2,592,500 ) (2,695,156 ) Net income (loss) per share (0.02 ) (0.39 ) (0.41 ) Weighted average shares outstanding of common stock, basic and diluted 5,317,329 1,264,011 6,581,340 Net income (Basic and diluted net loss) per share, common shares (0.02 ) (0.39 ) (0.41 ) Weighted average shares outstanding and subject to possible redemption, basic and diluted 16,245,171 (1,264,011 ) 14,981,160 Basic and diluted net loss per share subject to possible redemption (0.00 ) 0.00 (0.00 ) Previously Adjustments As Restated Statement of operations Nine months ended September 30, 2020 (unaudited) Loss from operations (461,001 ) — (461,001 ) Other income (expense): Interest income 805,292 — 805,292 Change in fair value of warrant liabilities — (811,750 ) (811,750 ) Total other income (expense) 805,292 (811,750 ) (6,458 ) Income (loss) before provision for income taxes 344,291 (811,750 ) (467,459 ) Income tax (provision) benefit (72,301 ) (72,301 ) Net income (loss) 271,990 (811,750 ) (539,760 ) Weighted average shares outstanding of common stock, basic and diluted 5,308,004 1,346,691 6,654,695 Basic and diluted net loss per share, common shares (0.05 ) (0.10 ) (0.16 ) Weighted average shares outstanding and subject to possible redemption, basic and diluted 16,254,496 (1,346,691 ) 14,907,805 Basic and diluted net loss per share subject to possible redemption 0.03 (0.00 ) 0.03 Statement of cash flows Nine months ended September 30, 2020 (unaudited) Net loss 271,990 (811,750 ) (539,760 ) Adjustments to reconcile net loss to net cash used in operating activities: (616,868 ) 811,750 194,882 Net cash used in operating activities (344,878 ) — (344,878 ) Net cash used in investing activities 188,762 — 188,762 Net cash provided by financing activities — — — Non-cash investing and financing activities: Change in value of common stock subject to possible redemption 271,993 (811,749 ) (539,756 ) Balance sheet as of December 31, 2020 (audited) Total Assets 174,077,031 — 174,077,031 Liabilities and stockholders’ equity Liabilities Accounts payable and accrued expenses 237,196 1 237,197 Income tax payable 10,289 — 10,289 Warrant liabilities 23,436,500 23,436,500 Deferred underwriting fee payable 6,037,500 — 6,037,500 Total liabilities 6,284,985 23,436,501 29,721,486 Common stock subject to possible redemption 162,792,045 (23,436,500 ) 139,355,545 Stockholders’ equity Common stock 534 233 767 Additional paid-in 4,960,759 9,947,322 14,908,081 Retained Earnings (accumulated deficit) 38,708 (9,947,556 ) (9,908,848 ) Total stockholders’ equity 5,000,001 (1 ) 5,000,000 Total liabilities and stockholders’ equity 174,077,031 — 174,077,031 Previously Adjustments As Restated Statement of operations Twelve months ended December 31, 2020 (unaudited) Loss from operations (629,651 ) — (629,651 ) Other income (expense): Interest income 808,527 — 808,527 Change in fair value of warrant liabilities — (8,971,000 ) (8,971,000 ) Offering costs associated with warrants recorded as liabilities — — — Loss on sale of private placement warrants — — — Total other income (expense) 808,527 (8,971,000 ) (8,162,473 ) Income (loss) before provision for income taxes 178,876 (8,971,000 ) (8,792,124 ) Income tax (provision) benefit (37,564 ) (37,564 ) Net income (loss) 141,312 (8,971,000 ) (8,829,688 ) Net income (loss) per share (0.07 ) (1.31 ) (1.39 ) Weighted average shares outstanding of common stock, basic and diluted — — — Net income (Basic and diluted net loss) per share, common shares (0.07 ) (1.31 ) (1.39 ) Weighted average shares outstanding and subject to possible redemption, basic and diluted — — — Basic and diluted net loss per share subject to possible redemptions — — — Statement of cash flows Twelve months ended December 31, 2020 (audited) Net loss 141,312 (8,971,000 ) (8,829,688 ) Adjustments to reconcile net loss to net cash used in operating activities: (616,115 ) 8,971,000 8,354,885 Net cash used in operating activities (474,803 ) — (474,803 ) Net cash used in investing activities 243,084 — 243,084 Net cash provided by financing activities — — — Non-cash investing and financing activities: Change in value of common stock subject to possible redemption 141,315 (8,970,999 ) (8,829,684 ) |