RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS 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 “Statement”). In the Statement, the SEC staff 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. The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and the warrants included in the Placement Units (the “Private Placement Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). As of and for the year ended December 31, 2020 and the period ended December 31, 2019, the Company's management further evaluated the 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 Placement 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. In addition, based on management's evaluation, the Company's audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the "classified in shareholders' equity" criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the 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 warrants at the end of each reporting period 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 warrants as components of equity instead of as derivative liabilities did not have any effect on the Company's previously reported operating expenses, cash flows or cash. As Previously As Reported Adjustments Restated Balance sheet as of November 5, 2019 (audited) Warrant Liability $ — $ 9,894,325 $ 9,894,325 Class A Common Stock Subject to Possible Redemption 237,406,230 (9,894,325 ) 227,511,905 Class A Common Stock 192 99 291 Additional Paid-in Capital 5,000,191 548,693 5,548,884 (Accumulated Deficit) (1,000 ) (548,792 ) (549,792 ) Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 12,704,175 $ 12,704,175 Class A Common Stock Subject to Possible Redemption 237,700,190 (12,704,170 ) 224,996,020 Class A Common Stock 189 127 316 Additional Paid-in Capital 4,706,234 3,358,510 8,064,744 Retained Earnings/ (Accumulated Deficit) 292,962 (3,358,642 ) (3,065,680 ) Balance sheet as of March 31, 2020 (unaudited) Warrant Liability $ — $ 7,775,975 $ 7,775,975 Class A Common Stock Subject to Possible Redemption 238,261,370 (7,775,975 ) 230,485,395 Class A Common Stock 184 78 262 Additional Paid-in Capital 4,145,059 (1,569,636 ) 2,575,423 Retained Earnings/ (Accumulated Deficit) 854,140 1,569,558 2,423,698 Balance sheet as of June 30, 2020 (unaudited) Warrant Liability $ — $ 13,474,125 $ 13,474,125 Class A Common Stock Subject to Possible Redemption 238,189,360 (13,474,125 ) 224,715,235 Class A Common Stock 185 135 320 Additional Paid-in Capital 4,217,068 4,128,457 8,345,525 Retained Earnings/ (Accumulated Deficit) 782,124 (4,128,592 ) (3,346,468 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 12,852,450 $ 12,852,450 Class A Common Stock Subject to Possible Redemption 238,037,440 (12,852,450 ) 225,184,990 Class A Common Stock 186 128 314 Additional Paid-in Capital 4,368,987 3,506,789 7,875,776 Retained Earnings/ (Accumulated Deficit) 630,212 (3,506,917 ) (2,876,705 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 44,785,425 $ 44,785,425 Common Shares Subject to Possible Redemption 237,854,350 (44,785,430 ) 193,068,920 Class A Common Shares 188 448 636 Additional Paid-in Capital 4,552,075 35,439,449 39,991,524 Retained Earnings/ (Accumulated Deficit) 447,114 (35,439,892 ) (34,992,778 ) Stockholders' Equity 5,000,002 5 5,000,007 Period from August 9, 2019 (inception) to December 31, 2019 (audited) Transaction costs allocable to warrant liability $ — $ (548,792 ) $ (548,792 ) Change in fair value of warrant liability — (2,809,850 ) (2,809,850 ) Net Income (Loss) 292,962 (3,358,642 ) (3,065,680 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.01 ) (0.52 ) (0.53 ) Three months ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ 4,928,200 $ 4,928,200 Net Income (Loss) 561,178 4,928,200 5,489,378 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 0.71 0.68 Three months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (5,698,150 ) $ (5,698,150 ) Net Income (Loss) (72,016 ) (5,698,150 ) (5,770,166 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (0.82 ) (0.84 ) Six months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (769,950 ) $ (769,950 ) Net Income (Loss) 489,162 (769,950 ) (280,788 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (0.12 ) (0.16 ) Three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 621,675 $ 621,675 Net Income (Loss) (151,912 ) 621,675 469,763 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) 0.09 0.07 Nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (148,275 ) $ (148,275 ) Net Income (Loss) 337,250 (148,275 ) 188,975 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.06 ) (0.03 ) (0.09 ) Year ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (32,081,250 ) $ (32,081,250 ) Net Income (Loss) 154,152 (32,081,250 ) (31,927,098 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.08 ) (4.64 ) (4.72 ) |