Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its public warrants issued in the Private Placement in July 2020 and conversion of note payable (collectively, the “Private Warrants”), the Company’s previously issued financial statements for the year ended December 31, 2020 and for the quarter ended September 30, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Amendment No.1 to the Annual Report on Form 10-K (“Annual Report”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff 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. Since issuance on July 15, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the outstanding Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Private Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for the Private Warrants should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statements of cash flows for the Affected Periods is presented below (see Note 11 - Quarterly Financial Information (Unaudited) for the revision of the quarterly financial statements): As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 115,403,470 $ — $ 115,403,470 Liabilities and shareholders’ equity Total current liabilities $ 678,319 $ — $ 678,319 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 5,180,000 5,180,000 Total liabilities 4,703,319 5,180,000 9,883,319 Common stock, $0.0001 par value; shares subject to possible redemption 105,700,150 (5,180,000 ) 100,520,150 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock—$0.0001 par value 381 51 432 Additional paid-in-capital 5,726,973 1,727,142 7,454,115 Accumulated deficit (727,353 ) (1,727,193 ) (2,454,546 ) Total shareholders’ equity 5,000,001 — 5,000,001 Total liabilities and shareholders’ equity $ 115,403,470 $ — $ 115,403,470 For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 568,151 $ — $ 568,151 Administrative fees—related party 55,000 — 55,000 Franchise tax expense 107,400 — 107,400 Loss from operations (730,551 ) — (730,551 ) Change in fair value of warrant liabilities — (1,702,000 ) (1,702,000 ) Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 6,035 — 6,035 Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 (348,801 ) 10,267,658 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,084,568 162,012 3,246,580 Basic and diluted net loss per share, non-redeemable common stock $ (0.23 ) $ (0.53 ) $ (0.76 ) For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Change in fair value of warrant liabilities — 1,702,000 1,702,000 Offering costs associated with issuance of private placement warrants — 25,193 25,193 Net cash used in operating activities (347,869 ) — (347,869 ) Net cash used in investing activities (115,000,000 ) — (115,000,000 ) Net cash provided by financing activities 115,500,075 115,500,075 Net change in cash $ 152,206 $ — $ 152,206 In addition, the impact to the balance sheet dated July 15, 2020, filed on Form 8-K on July 21, 2020 related to the impact of accounting for the Private Warrants as liabilities at fair value resulted in an approximate $3.5 million increase to the derivative warrant liabilities line item at July 15, 2020 and offsetting decrease to the common stock subject to possible redemption temporary equity line item. There is no change to total shareholders’ equity at the reported balance sheet date. As of July 15, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 116,167,273 $ — $ 116,167,273 Liabilities and shareholders’ equity Total current liabilities $ 832,899 $ — $ 832,899 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 3,478,000 3,478,000 Total liabilities 4,857,899 3,478,000 8,335,899 Common stock, $0.0001 par value; shares subject to possible redemption 106,309,370 (3,478,000 ) 102,831,370 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock, $0.0001 par value 375 35 410 Additional paid-in-capital 5,117,759 25,158 5,142,917 Accumulated deficit (118,130 ) (25,193 ) (143,323 ) Total stockholders’ equity 5,000,004 — 5,000,004 Total liabilities and shareholders’ equity $ 116,167,273 $ — $ 116,167,273 |