Restatement of Financial Statements | NOTE 2 — RESTATEMENT OF FINANCIAL STATEMENTS Restatement Background and Explanation The Company has restated its financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from May 28, 2019 (inception) through December 31, 2019, and the interim periods ended September 30, 2020 and 2019, March 31, 2020, and June 30, 2020, as well as the financial statements as of September 13, 2019 (collectively “Affected Periods”), to correct misstatements in those prior periods related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as equity instead of warrant liabilities, under the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. The Company issued Public and Private Warrants in September 2019, collectively, aggregating to 11,500,000 and 6,100,000 warrants, respectively, issued between two closings. Each whole Public and Private Warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. Upon issuance of the warrants, the Company conducted an evaluation pursuant to ASC 815 to determine the appropriate classification within the financial statements. The Company concluded that the warrants should be recorded at their issuance price within stockholders’ equity in the balance sheet. The determination to classify the warrants within stockholders’ equity was primarily based on the understanding that the settlement provisions of the warrants did not allow for net cash settlement in an event that was outside of the Company’s control in which all holders of the underlying shares, into which the warrants are exercisable, also would receive cash. Upon the release of the SEC Statement on April 12, 2021, the Company re-assessed its classification of its warrants under ASC 815 pursuant to the accounting policy described in Note 3. Pursuant to the terms of the warrants, upon a cash tender offer in which 50% or more of the outstanding shares of common stock participate, the holders of the warrants shall be entitled to redeem the warrants and receive the highest amount of cash, securities, or other property to which such holder would have been entitled as a stockholder if the holder of the warrants had exercised the warrants prior to the expiration of such tender offer and accepted such tender offer. Upon the occurrence of such event, which is outside of the control of the Company, the warrants would be net cash settled and not all holders of the common stock may receive cash (assuming not all outstanding shares accepted the tender offer). The Company recognized that ASC 815 precludes the classification of a freestanding financial instrument within stockholder’s equity when an event that is outside the entity’s control could require net cash settlement in which not all of the holders of the underlying shares also receive cash. Therefore, based on the results of the Company’s assessment, the Company has concluded that the warrants issued in September 2019 are freestanding instruments which should be accounted for as warrant liabilities rather than as a component of additional paid-in capital on the balance sheet, with any subsequent changes in the estimated fair value of the warrants reported in the statement of operations. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations, and statements of cash flows for the Affected Periods is presented below. Impact of the Restatement – 2020 Balance Sheets December 31, 2020 As Reported Adjustments As Revised Warrant liabilities $ - $ 68,114,000 $ 68,114,000 Total liabilities 8,693,966 68,114,000 76,807,966 Class A common stock subject to possible redemption 218,710,925 (68,113,997 ) 150,596,928 Class A common stock 133 808 941 Addition paid-in capital 4,152,440 55,688,213 59,840,653 Retained earnings (accumulated deficit) 846,856 (55,689,024 ) (54,842,168 ) Total stockholders’ equity (deficit) 5,000,004 (3 ) 5,000,001 Statements of Operations For the Year Ended December 31, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ (52,152,000 ) $ (52,152,000 ) Other income (expense), net 1,481,816 (52,152,000 ) (50,670,184 ) Net income (loss) 191,177 (52,152,000 ) (51,960,823 ) Weighted average shares outstanding, basic and diluted 7,008,667 1,589,875 8,598,542 Basic and diluted net loss per common share $ (0.12 ) $ (6.01 ) $ (6.13 ) Statements of Cash Flows For the Year Ended December 31, 2020 As Reported Adjustments As Revised Net income (loss) $ 191,177 $ (52,152,000 ) $ (51,960,823 ) Change in fair value of warrant liabilities - 52,152,000 52,152,000 Non-cash investing and financing activities: Change in value of shares subject to redemption 191,177 (52,152,000 ) (51,960,823 ) Balance Sheets September 30, 2020 As Reported Adjustments As Revised Warrant liabilities $ - $ 21,357,000 $ 21,357,000 Total liabilities 8,310,507 21,357,000 29,667,507 Class A common stock subject to possible redemption 219,259,970 (21,356,993 ) 197,902,977 Class A common stock 127 338 465 Additional paid-in capital 3,603,401 8,931,679 12,535,080 Retained earnings (accumulated deficit) 1,395,905 (8,932,024 ) (7,536,119 ) Total stockholders’ equity (deficit) 5,000,008 (7 ) 5,000,001 Statements of Operations Three Months Ended September 30, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ (3,696,000 ) $ (3,696,000 ) Other income (expense), net 83,140 (3,696,000 ) (3,612,860 ) Net income (loss) (55,049 ) (3,696,000 ) (3,751,049 ) Weighted average shares outstanding, basic and diluted 7,007,989 1,750,840 8,758,829 Basic and diluted net loss per common share $ (0.01 ) $ (0.42 ) $ (0.43 ) Statements of Operations Nine Months Ended September 30, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ (5,395,000 ) $ (5,395,000 ) Other income (expense), net 1,429,005 (5,395,000 ) (3,965,995 ) Net income (loss) 740,226 (5,395,000 ) (4,654,774 ) Weighted average shares outstanding, basic and diluted 5,307,098 3,111,439 8,418,537 Basic and diluted net loss per common share $ (0.02 ) $ (0.64 ) $ (0.66 ) Statements of Cash Flows Nine Months Ended September 30, 2020 As Reported Adjustments As Revised Net income (loss) $ 740,226 $ (5,395,000 ) $ (4,654,774 ) Change in fair value of warrant liabilities - 5,395,000 5,395,000 Non-cash investing and financing activities: Change in value of shares subject to redemption 740,222 (4,491,271 ) (3,751,049 ) Balance Sheets June 30, 2020 As Reported Adjustments As Revised Warrant liabilities $ - $ 17,661,000 $ 17,661,000 Total liabilities 8,256,307 17,661,000 25,917,307 Class A common stock subject to possible redemption 219,315,022 (17,660,996 ) 201,654,026 Class A common stock 126 301 427 Additional paid-in capital 3,548,350 5,235,719 8,784,069 Retained earnings (accumulated deficit) 1,450,954 (5,236,024 ) (3,785,070 ) Total stockholders’ equity (deficit) 5,000,005 (4 ) 5,000,001 Statements of Operations Three Months Ended June 30, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ (8,624,000 ) $ (8,624,000 ) Other income (expense), net 88,138 (8,624,000 ) (8,535,862 ) Net income (loss) (51,977 ) (8,624,000 ) (8,675,977 ) Weighted average shares outstanding, basic and diluted 7,005,122 895,798 7,900,920 Basic and diluted net loss per common share $ (0.01 ) $ (1.09 ) $ (1.10 ) Statements of Operations Six Months Ended June 30, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ (1,699,000 ) $ (1,699,000 ) Other income (expense), net 1,345,865 (1,699,000 ) (353,135 ) Net income (loss) 795,275 (1,699,000 ) (903,725 ) Weighted average shares outstanding, basic and diluted 7,004,380 1,242,141 8,246,521 Basic and diluted net loss per common share $ (0.03 ) $ (0.19 ) $ (0.22 ) Statements of Cash Flows Six Months Ended June 30, 2020 As Reported Adjustments As Revised Net income (loss) $ 795,275 $ (1,699,000 ) $ (903,725 ) Change in fair value of warrant liabilities - 1,699,000 1,699,000 Non-cash investing and financing activities: Change in value of shares subject to redemption 795,274 (9,471,251 ) (8,675,977 ) Balance Sheets March 31, 2020 As Reported Adjustments As Revised Warrant liabilities $ - $ 9,037,000 $ 9,037,000 Total liabilities 8,548,277 9,037,000 17,585,277 Class A common stock subject to possible redemption 219,367,001 (9,036,998 ) 210,330,003 Class A common stock 126 215 341 Additional paid-in capital 3,496,371 (3,388,193 ) 108,178 Retained earnings 1,502,931 3,387,976 4,890,907 Total stockholders’ equity (deficit) 5,000,003 (2 ) 5,000,001 Statements of Operations Three Months Ended March 31, 2020 As Reported Adjustments As Revised Changes in fair value of warrant liabilities $ - $ 6,925,000 $ 6,925,000 Other income, net 1,257,727 6,925,000 8,182,727 Net income 847,252 6,925,000 7,772,252 Weighted average shares outstanding, basic and diluted 7,003,637 1,588,485 8,592,122 Basic and diluted net income (loss) per common share $ (0.01 ) $ 0.81 $ 0.80 Statements of Cash Flows Three Months Ended March 31, 2020 As Reported Adjustments As Revised Net income $ 847,252 $ 6,925,000 $ 7,772,252 Change in fair value of warrant liabilities - (6,925,000 ) (6,925,000 ) Non-cash investing and financing activities: Change in value of shares subject to redemption 847,253 6,924,999 7,772,252 Impact of the Restatement – 2019 Balance Sheets December 31, 2019 As Reported Adjustments As Revised Warrant liabilities $ - $ 15,962,000 $ 15,962,000 Total liabilities 8,319,433 15,962,000 24,281,433 Class A common stock subject to possible redemption 218,519,748 (15,961,997 ) 202,557,751 Class A common stock 125 284 409 Addition paid-in capital 4,343,625 3,536,737 7,880,362 Retained earnings (accumulated deficit) 655,679 (3,537,024 ) (2,881,345 ) Total stockholders’ equity (deficit) 5,000,004 (3 ) 5,000,001 Statements of Operations For the Period From May 28, 2019 (inception) through December 31, 2019 As Reported Adjustments As Revised Changes in fair value of warrant liabilities - (3,053,000 ) (3,053,000 ) Issuance costs allocated to warrant liabilities - (484,024 ) (484,024 ) Other income (expense), net 1,214,831 (3,537,024 ) (2,322,193 ) Net income (loss) 655,679 (3,537,024 ) (2,881,345 ) Weighted average shares outstanding, basic and diluted 6,075,732 35,752 6,111,484 Basic and diluted net loss per common share $ (0.04 ) $ (0.57 ) $ (0.61 ) Statements of Cash Flows For the Period From May 28, 2019 (inception) through December 31, 2019 As Reported Adjustments As Revised Operating Activities: Net income (loss) $ 655,679 $ (3,537,024 ) $ (2,881,345 ) Change in fair value of warrant liabilities - 3,053,000 3,053,000 Net cash used in operating activities (420,945 ) (484,024 ) (904,969 ) Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 225,400,000 484,024 225,884,024 Net cash provided by financing activities 230,914,073 484,024 231,398,097 Non-cash investing and financing activities: Initial classification of ordinary shares subject to redemption 217,862,910 (12,909,000 ) 204,953,910 Change in value of shares subject to redemption 656,838 (3,052,997 ) (2,396,159 ) Balance Sheets September 30, 2019 As Reported Adjustments As Revised Warrant liabilities $ - $ 13,085,000 $ 13,085,000 Total liabilities 8,125,774 13,085,000 21,210,774 Class A common stock subject to possible redemption 217,950,740 (13,085,000 ) 204,865,740 Class A common stock 122 253 375 Additional paid-in capital 4,912,636 659,771 5,572,407 Retained earnings (accumulated deficit) 86,668 (660,024 ) (573,356 ) Statements of Operations Three Months Ended September 30, 2019 As Reported Adjustments As Revised Changes in fair value of warrant liabilities - (176,000 ) (176,000 ) Issuance costs allocated to warrant liabilities - (484,024 ) (484,024 ) Other income (expense), net 205,420 (660,024 ) (454,604 ) Net income (loss) 87,761 (660,024 ) (572,263 ) Weighted average shares outstanding, basic and diluted 5,307,098 228,499 5,535,597 Basic and diluted net income (loss) per common share $ (0.02 ) $ (0.11 ) $ (0.13 ) Statements of Operations For the Period From May 28, 2019 (inception) through September 30, 2019 As Reported Adjustments As Revised Changes in fair value of warrant liabilities - (176,000 ) (176,000 ) Issuance costs allocated to warrant liabilities - (484,024 ) (484,024 ) Other income (expense), net 205,420 (660,024 ) (454,604 ) Net income (loss) 86,668 (660,024 ) (573,356 ) Weighted average shares outstanding, basic and diluted 5,274,301 (760,101 ) 4,514,200 Basic and diluted net income (loss) per common share $ (0.02 ) $ (0.14 ) $ (0.16 ) Statements of Cash Flows For the Period From May 28, 2019 (inception) through September 30, 2019 As Reported Adjustments As Revised Operating Activities: Net income (loss) $ 86,668 $ (660,024 ) $ (573,356 ) Change in fair value of warrant liabilities - 176,000 176,000 Net cash used in operating activities (208,689 ) (484,024 ) (692,713 ) Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 225,400,000 484,024 225,884,024 Net cash provided by financing activities 230,914,073 484,024 231,398,097 Non-cash investing and financing activities: Initial classification of ordinary shares subject to redemption 217,862,910 (12,908,991 ) 204,953,919 Change in value of shares subject to redemption 87,830 (176,009 ) (88,179 ) Balance Sheets September 13, 2019 As Reported Adjustments As Revised Warrant liabilities $ - $ 11,370,000 $ 11,370,000 Total liabilities 8,084,093 11,370,000 19,454,093 Class A common stock subject to possible redemption 188,912,910 (11,369,991 ) 177,542,919 Class A common stock 111 114 225 Additional paid-in capital 5,000,477 423,676 5,424,153 Retained earnings (accumulated deficit) (1,153 ) (423,799 ) (424,952 ) Total stockholders’ equity (deficit) 5,000,010 (9 ) 5,000,001 |