RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 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 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. 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 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 cash or investments held in the Trust Account. The table below summarizes the effects of the restatement on the financial statements for all periods being restated. The restatement did not result in a change to net income or cash flows for the three months ended March 31, 2020 and the three and six months ended June 30, 2020 as there was no change in the fair value of the Warrants. As Previously Adjustments As Restated in Form 10-K Amendment 1 Balance sheet as of November 7, 2019 (audited) Warrant Liability $ — $ 3,037,500 $ 3,037,500 Common Stock Subject to Possible Redemption 115,562,660 (3,037,500 ) 112,525,160 Common Stock 401 31 432 Additional Paid-in Capital 5,000,221 19,915 5,020,136 Accumulated Deficit (621 ) (19,946 ) (20,567 ) Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 1,975,155 $ 1,975,155 Common Stock Subject to Possible Redemption 125,680,303 (1,975,155 ) 123,705,148 Common Stock 382 20 402 Additional Paid-in Capital 4,898,117 (1,204,671 ) 3,693,446 Retained Earnings 101,502 1,204,651 1,306,153 Balance sheet as of March 31, 2020 Warrant Liability $ — $ 1,975,155 $ 1,975,155 Common Stock Subject to Possible Redemption 126,056,624 (1,975,155 ) 124,081,469 Common Stock 382 20 402 Additional Paid-in Capital 4,521,796 (1,204,671 ) 3,317,125 Retained Earnings 477,832 1,204,651 1,682,483 Balance sheet as of June 30, 2020 Warrant Liability $ — $ 1,975,155 $ 1,975,155 Common Stock Subject to Possible Redemption 125,957,664 (1,975,155 ) 123,982,509 Common Stock 383 20 403 Additional Paid-in Capital 4,620,755 (1,204,671 ) 3,416,084 Retained Earnings 378,866 1,204,651 1,583,517 Balance sheet as of September 30, 2020 Warrant Liability $ — $ 2,172,671 $ 2,172,671 Common Stock Subject to Possible Redemption 125,871,358 (2,172,671 ) 123,698,687 Common Stock 383 22 405 Additional Paid-in Capital 4,707,061 (1,007,157 ) 3,699,904 Retained Earnings 292,558 1,007,135 1,299,693 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 3,950,311 $ 3,950,311 Common Stock Subject to Possible Redemption 125,781,370 (3,950,311 ) 121,831,059 Common Stock 384 40 424 Additional Paid-in Capital 4,797,048 770,465 5,567,513 Retained Earnings (Accumulated Deficit) 202,578 (770,505 ) (567,927 ) Statement of Operations for the Period from June 20, 2019 (inception) Through December 31, 2019 (audited) Change in fair value of warrant liability $ — $ 1,224,597 $ 1,224,597 Transaction costs allocable to warrant liability — (19,946 ) (19,946 ) Net income 101,502 1,204,651 1,306,153 Weighted average shares outstanding, Common Stock subject to possible redemption 12,446,534 (318,172 ) 12,128,362 Basic and diluted net income per share, Common Stock subject to possible redemption 0.01 — 0.01 Weighted average shares outstanding, Common Stock 3,305,465 88,564 3,394,029 Basic and diluted net loss per share, Common Stock 0.03 0.30 0.33 Statement of Operations for the Three Months Ended March 31, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,550,477 (197,240 ) 12,353,237 Basic and diluted net income per share, Common Stock subject to possible redemption 0.04 — 0.04 Weighted average shares outstanding, Common Stock 3,821,463 197,240 4,018,703 Basic and diluted net loss per share, Common Stock (0.04 ) — (0.04 ) As Previously Reported in Form 10-K Adjustments As Restated in Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,553,036 (196,999 ) 12,356,037 Basic and diluted net income per share, Common Stock subject to possible redemption 0.04 — 0.04 Weighted average shares outstanding, Common Stock 3,818,918 196,986 4,015,904 Basic and diluted net loss per share, Common Stock (0.07 ) 0.01 (0.06 ) Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (197,516 ) $ 197,516 Net income (loss) 191,056 (197,516 ) (6,460 ) Weighted average shares outstanding, Common Stock subject to possible redemption 12,550,512 (196,900 ) 12,353,612 Basic and diluted net income per share, Common Stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding, Common Stock 3,821,429 196,899 4,018,328 Basic and diluted net loss per share, Common Stock (0.10 ) (0.04 ) (0.14 ) Statement of Operations for the Year Ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (1,975,156 ) $ (1,975,156 ) Net income (loss) 101,076 (1,975,156 ) (1,874,080 ) Weighted average shares outstanding, Common Stock subject to possible redemption 12,547,286 (201,796 ) 12,345,490 Basic and diluted net income per share, Common Stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding, Common Stock 3,824,645 201,805 4,026,450 Basic and diluted net loss per share, Common Stock (0.12 ) (0.48 ) (0.60 ) Cash Flow Statement for the Year Ended December 31, 2019 (audited) Net income $ 101,502 $ 1,204,651 $ 1,306,153 Change in fair value of warrant liability — (1,224,597 ) (1,224,597 ) Transaction costs associated with Initial Public Offering — 19,946 19,946 Initial classification of Common Stock subject to possible redemption 125,578,180 (3,199,752 ) 122,378,428 Change in value of Common Stock subject to possible redemption 102,123 1,224,597 1,326,720 Cash Flow Statement for the Nine Months Ended September 30, 2020 (unaudited) Net income (loss) $ 191,056 $ (197,516 ) $ (6,460 ) Change in fair value of warrant liability — 197,516 197,516 Change in value of Common Stock subject to possible redemption 191,055 (197,516 ) (6,461 ) Cash Flow Statement for the Year Ended December 31, 2020 (audited) Net income (loss) $ 101,076 $ (1,975,156 ) $ (1,874,080 ) Change in fair value of warrant liability — 1,975,156 1,975,156 Change in value of Common Stock subject to possible redemption 101,067 (1,975,156 ) (1,874,089 ) Amendment 2 In connection with the preparation of the Company’s financial statements as of September 30, 2021 and in accordance with SEC guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified as temporary equity, which is outside of stockholder’s equity, management determined it should restate its previously reported financial statements. The Company had previously determined the shares of Common Stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Common Stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the shares of Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management has concluded that the redemption value should include all the shares of Common Stock subject to possible redemption, resulting in the shares of Common Stock subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the shares of Common Stock. The restatement does not result in any change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: Balance Sheet as of November 7, 2019 (audited) As Previously Reported in Form 10-K Amendment 1 Adjustment As Restated in Form 10-K Amendment 2 Common stock subject to possible redemption $ 112,525,160 $ 7,474,840 $ 120,000,000 Common stock $ 432 $ (75 ) $ 357 Additional paid-in capital $ 5,020,136 $ (5,020,136 ) $ — Accumulated deficit $ (20,567 ) $ (2,454,629 ) $ (2,475,196 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (7,474,840 ) $ (2,474,839 ) Number of shares subject to redemption 11,252,516 747,484 12,000,000 Balance Sheet as of December 31, 2019 (audited) Common stock subject to possible redemption $ 123,705,148 $ 6,492,214 $ 130,197,362 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,693,446 $ (3,693,446 ) $ — Accumulated deficit $ 1,306,153 $ (2,798,703 ) $ (1,492,550 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (6,492,214 ) $ (1,492,513 ) Number of shares subject to redemption 12,353,237 648,315 13,001,552 Balance Sheet as of March 31, 2020 (unaudited) Common stock subject to possible redemption $ 124,081,469 $ 6,452,799 $ 130,534,268 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,317,125 $ (3,317,125 ) $ — Accumulated deficit $ 1,682,483 $ (3,135,609 ) $ (1,453,126 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (6,452,799 ) $ (1,452,789 ) Number of shares subject to redemption 12,358,836 642,716 13,001,552 Balance Sheet as of June 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,982,509 $ 6,553,480 $ 130,535,989 Common stock $ 403 $ (66 ) $ 337 Additional paid-in capital $ 3,416,084 $ (3,416,084 ) $ — Accumulated deficit $ 1,583,517 $ (3,137,330 ) $ (1,553,813 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (6,553,480 ) $ (1,553,476 ) Number of shares subject to redemption 12,348,817 652,735 13,001,552 Balance Sheet as of September 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,698,687 $ 6,829,335 $ 130,528,022 Common stock $ 405 $ (68 ) $ 337 Additional paid-in capital $ 3,699,904 $ (3,699,904 ) $ — Accumulated deficit $ 1,299,693 $ (3,129,363 ) $ (1,829,670 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (6,829,335 ) $ (1,829,333 ) Number of shares subject to redemption 12,321,300 680,252 13,001,552 Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 121,831,059 $ 8,713,900 $ 130,544,959 Common stock $ 424 $ (87 ) $ 337 Additional paid-in capital $ 5,567,513 $ (5,567,513 ) $ — Accumulated deficit $ (567,927 ) $ (3,146,300 ) $ (3,714,227 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (8,713,900 ) $ (3,713,890 ) Number of shares subject to redemption 12,133,696 867,856 13,001,552 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended ended December 31, 2019 (audited) Sale of 13,001,552 Units, net of underwriting discount and offering expenses $ 126,622,527 $ (126,622,527 ) $ — Initial value of common stock subject to redemption at IPO $ (123,705,148 ) $ 123,705,148 $ — Accretion for common stock to redemption amount $ — $ (3,574,835 ) $ (3,574,835 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited) Change in value of common stock subject to redemption $ (376,321 ) $ 376,321 $ — Accretion for common stock to redemption amount $ — $ (336,906 ) $ (336,906 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 98,960 $ (98,960 ) $ — Accretion for common stock to redemption amount $ — $ (1,721 ) $ (1,721 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 283,822 $ (283,822 ) $ — Accretion for common stock to redemption amount $ — $ 7,967 $ 7,967 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (unaudited) Change in value of common stock subject to redemption $ 1,867,628 $ (1,867,628 ) $ — Accretion for common stock to redemption amount $ — $ (347,597 ) $ (347,597 ) Statement of Cash Flows for the Period from June 20, 2019 (inception) to December 31, 2019 (audited) Initial classification of Class A common stock subject to possible redemption $ 122,378,428 $ 7,637,092 $ 130,015,520 Change in value of Class A common stock subject to possible redemption $ 1,326,720 $ (1,144,878 ) $ 181,842 Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption $ 376,321 $ (39,415 ) $ 336,906 Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption $ 277,361 $ 61,266 $ 338,627 Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption $ (6,461 ) $ 337,121 $ 330,660 Statement of Cash Flows for the period ended December 31, 2020 (audited) Change in value of Class A common stock subject to possible redemption $ (1,874,089 ) $ 2,221,686 $ 347,597 In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the period from June 20, 2019 (inception) to December 31, 2019 (audited) As Previously Reported in Form 10-K Amendment 1 Adjustment As Restated in Form 10-K Amendment 2 Weighted average shares outstanding, Common Stock subject to possible redemption 12,128,362 $ (7,617,397 ) $ 4,510,965 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.01 $ 0.16 $ 0.17 Weighted average shares outstanding, Common Stock 3,394,029 (246,439 ) 3,147,590 Basic and diluted net income per share, Common Stock $ 0.33 $ (0.16 ) $ 0.17 Statement of Operations for the three months ended March 31, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,237 $ 648,315 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,018,703 (648,315 ) 3,370,388 Basic and diluted net income (loss) per share, Common Stock $ (0.04 ) $ 0.06 $ 0.02 Statement of Operations for the six months ended June 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,356,037 $ 645,515 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,015,904 (645,516 ) 3,370,388 Basic and diluted net income (loss) per share, Common Stock $ (0.06 ) $ 0.08 $ 0.02 Statement of Operations for the nine months ended September 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,612 $ 647,940 $ 13,001,552 Basic and diluted net income (loss) per share, Common Stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Weighted average shares outstanding, Common Stock 4,018,328 (647,940 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.14 ) $ 0.14 $ — Statement of Operations for the year ended December 31, 2020 (audited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,345,490 $ 656,062 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.05 $ (0.16 ) $ (0.11 ) Weighted average shares outstanding, Common Stock 4,026,450 (656,026 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.60 ) $ 0.49 $ (0.11 ) |