RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding warrants 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. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, 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. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s common shares 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 is reclassifying 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 have an effect on the Company’s previously reported operating expenses and cash flows. Since the warrants were issued on June 30, 2020, it would have an effect on the profit and loss because of the allocation of the IPO expenses to the warrants on the balance sheet as of March 31, 2020 (unaudited) as well as the respective statements of operations for the period from March 6, 2020 (inception) through March 31, 2020 (unaudited), three months ended June 30, 2020 (unaudited) and period from March 6, 2020 (inception) through June 30, 2020 (unaudited). As Previously Reported Adjustment As Restated Balance Sheet as of June 30, 2020 Warrant liability $ - 28,883,589 $ 28,883,589 Total Liabilities 13,150,000 28,883,589 42,033,589 Class A common stock, subject to redemption 333,288,890 (28,883,589 ) 304,405,301 Class A Common Stock 167 289 456 Additional paid-in capital 5,001,029 1,617, 752 6,618,781 Accumulated deficit (2,062 ) (1,618,041 ) (1,620,103 ) Total Stockholders’ Equity (deficit) (5,000,010 ) - (5,000,010 ) Balance Sheet as of September 30, 2020 Warrant Liability $ - $ 28,046,317 $ 28,046,317 Total Liabilities 13,242,334 28,046,317 41,288,651 Class A Common Stock, subject to possible redemption 333,100,530 (28,046,317 ) 305,054,213 Class A common stock 169 289 458 Additional paid-in capital 5,189,387 780,480 5,969,867 Accumulated deficit (190,427 ) (780,769 ) (971,196 ) Total Stockholders’ Equity (deficit) (5,000,004 ) - (5,000,004 ) Balance Sheet as of December 31, 2020 (audited) Warrant Liability $ - $ 66,126,490 $ 66,126,490 Total Liabilities 13,401,040 66,126,490 79,527,530 Class A common stock 332,882,720 (66,126,490 ) 266,756,230 Shareholder’s equity Class A Common Stock 171 661 832 Additional paid-in capital 5,407,195 38,860,281 44,267,476 Accumulated deficit (408,237 ) (38,860,942 ) (39,269,179 ) Total Stockholders’ Equity (deficit) (5,000,004 ) - (5,000,004 ) As Previously Reported Adjustments As Restated Statement of Operations for the period from March 6, 2020 to June 30, 2020 (unaudited) Formation and operating costs $ 2,062 $ 551,352 $ 553,414 Change in the fair value of the warrants 1,066,689 1,066,689 (Loss) Gain before provision for income taxes (2,062) (1,618,041) (1,620,103) Provision for income taxes - - - Net (loss) gain (2,062 ) (1,618,041 ) (1,620,103 ) Basic and diluted net income per common share, Class A, - - - Basic and diluted net (loss) income per common share, Class B (0.00 ) (0.19 ) (0.19 ) Statement of Operations for the three months ended September 30, 2020 (unaudited) Formation and operating costs 284,765 - 284,765 Change in fair value of warrants $ - $ 837,272 $ 837,272 (Loss) Gain before provision for income taxes (176,031 ) 837,272 661,241 Provision for income taxes (12,334) - (12,334) Net (loss) gain (188,365 ) 837,272 (648,907) Basic and diluted net income per common share, Class A 0.00 0.02 0.02 Basic and diluted net (loss) income per common share, Class B (0.03 ) (0.04 ) (0.07 ) Statement of Operations for the Period From March 6, 2020 (inception) to September 30, 2020 (unaudited) Formation and operating costs $ 286,827 $ 551,352 $ 838,179 Loss from operations (286,827 ) (551,352 ) (838,179 ) Change in fair value of derivative warrant liability - (229,417 ) (229,417 ) (Loss) Gain before provision for income taxes (178,093 ) (780,769 ) (958,862 ) Provision for income taxes (12,334) - (12,334) Net (loss) gain (190,427 ) (780,769 ) (971,196 ) Basic and diluted net income per common share, Class A 0.00 0.00 0.00 Basic and diluted net (loss) income per common share, Class B (0.03 ) 0.06 (0.03 ) Statement of Operations for the Period From March 6, 2020 (inception) to December 31, 2020 (audited) Formation and operating costs $ 616,065 $ 551,352 $ 1,167,417 Loss from operations (616,065 ) (551,352 ) (1,167,417 ) Change in fair value of warrants - (38,309,590 ) (38,309,590 ) Loss before provision for income taxes (396,728 ) (38,860,942 ) (39,257,670 ) Provision for income taxes 11,509 - 11,509 Net (loss) gain (408,237 ) (38,860,942 ) (39,269,179 ) Basic and diluted net income per common share, Class A 0.00 - - Basic and diluted net (loss) income per common share, Class B (0.05 ) (4.4 4) (4.49 ) Statement of Cash Flows As Previously Reported Adjustments As Restated Period from March 6, 2020 (inception) to June 30, 2020 (unaudited) Cash flows from Operating Activities: Net loss $ (2,062 ) $ (1,618,041 ) $ (1,620,103 ) Adjustments to reconcile net loss to net cash used in operating activities: Expenses allocated to operations from offering costs related to derivative warrant liability - 1,618,041 1,618,041 Non-cash investing and financing activities: Initial classification of common stock subject to possible redemption 333,288,890 (28,883,589 ) 304,405,301 Adjustment of common stock par value 289 289 Period from March 6, 2020 (inception) to September 30, 2020 (unaudited) Cash flows from Operating Activities: Net (loss)/gain $ (190,427 ) $ (780,769 ) $ (971,196 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrants $ - 229,417 229,417 Expenses allocated to operations from offering costs related to derivative warrant liability - 551,352 551,352 Non-cash investing and financing activities: Initial classification of common stock subject to possible redemption 333,288,890 (28,046,317 ) 305,242,573 Change in value of common stock subject to possible redemption (188,360 ) (460,552 ) (648,912 ) Adjustment of common stock par value 289 289 Period from March 6, 2020 (inception) to December 31, 2020 (audited) Cash flows from Operating Activities: Net loss $ (408,237 ) $ (38,860,942 ) $ (39,269,179 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrants $ - 38,309,590 38,309,590 Expenses allocated to operations from offering costs related to derivative warrant liability - 1,618,041 1,618,041 Non-cash investing and financing activities: Initial classification of common stock subject to possible redemption 333,288,890 (66,126,490 ) 267,162,400 Change in value of common stock subject to possible redemption (406,170 ) 38,704,153 38,397,983 Condensed Statement of Changes in Stockholders’ Equity As Previously Reported Adjustments As Restated As of June 30, 2020 Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Balance — March 31, 2020 $ - $ 877 $ 24,123 $ (1,000 ) $ 24,000 $ - $ - $ - $ - $ - $ - $ 877 $ 24,123 $ (1,000 ) $ 24,000 Sale of 35,000,000 Units, net of underwriting discounts and offering expenses 3,500 - 330,162,461 - 330,165,961 - - 19,165,548 0 19,165,548 3,500 - 310,996,913 - 311,000,413 Sale of 8,100,000 Private Placement Warrants - - 8,100,000 - 8,100,000 - - 8,100,000 - (8,100,000 ) - - - - - Forfeiture of Founder Shares - (2 ) 2 - - - - - - - - (2 ) 2 - - Common stock subject to possible redemption (3,333 ) - (333,285,557 ) - (333,288,890 ) 289 - (28,883,300 ) - - (3,004 ) - (304,402,256 ) - (304,405,301 ) Net loss - - - (1,062 ) (1,062 ) - - - (1,618,041 ) (1,618,041 ) - - - (1,619,103 ) (1,619,103 ) Balance — June 30, 2020 167 875 5,001,029 (2,062 ) 5,000,009 289 - 1,617,752 (1,618,041 ) - 456 875 6,618,781 (1,620,103 ) 5,000,009 Condensed Statement of Changes in Stockholders’ Equity As Previously Reported Adjustments As Restated As of September 30, 2020 Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Balance — March 31, 2020 $ - $ 877 $ 24,123 $ (1,000 ) $ 24,000 $ - $ - $ - $ - $ - $ - $ 877 $ 24,123 $ (1,000 ) $ 24,000 Sale of 35,000,000 Units, net of underwriting discounts and offering expenses 3,500 - 330,162,461 - 330,165,961 - - 19,165,548 - 19,165,548 3,500 - 310,996,913 - 311,000,413 Sale of 8,100,000 Private Placement Warrants - - 8,100,000 - 8,100,000 - - (8,100,000 ) - (8,100,000 ) - - - - - Forfeiture of Founder Shares - (2 ) 2 - - - - - - - - (2 ) 2 - - Common stock subject to possible redemption (3,333 ) - (333,285,557 ) - (333,288,890 ) 289 28,883,300 - 28,883,589 28,883,589 (3,044 ) - (304,402,257 ) - (304,405,301 ) Net loss - - - (1,062 ) (1,062 ) - - - (1,618,041 ) (1,618,041 ) - - - (1,619,103 ) (1,619,103 ) Balance — June 30, 2020 167 875 5,001,029 (2,062 ) 5,000,009 289 - 1,617,752 (1,618,041 ) - 456 875 6,618,781 (1,620,103 ) 5,000,009 Sale of 35,000,000 Units, net of underwriting discounts and offering expenses 641,900 - 641,900 - - 641,900 - 641,900 Sale of 8,100,000 Private Placement Warrants 195,372 (56,503 ) 138,869 - - 195,372 (56,503 ) (138,869 ) Common stock subject to possible redemption - - 188,358 - 188,358 - - - 188,358 - 188,358 Net loss 2 - - (188,365 ) (188,363 ) (780,769) (780,769 ) 2 - - (969,134) (969,132) Balance — September 30, 2020 169 875 5,189,387 (190,427 ) 5,000,004 289 - 2,455,024 (2,455,313 ) - 458 875 7,644,411 (2,645,740 ) 5,000,005 Condensed Statement of Changes in Stockholders’ Equity As Previously Reported Adjustments As Restated As of December 31, 2020 Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Balance — March 6, 2020 (inception date) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Issuance of Class B common stock to Sponsor 877 24,123 25,000 - - 877 24,123 - 25,000 Sale of 35,000,000 Units, net of underwriting discounts and offering expenses 3,500 - 330,162,461 - 330,165,961 (25,083,100 ) (25,083,100 ) 3,500 - 330,162,461 (25,083,100 ) 305,082,861 Sale of 8,100,000 Private Placement Warrants - 8,100,000 - 8,100,000 (8,100,000 ) (13,226,490 ) (21,326,490 ) - - - (13,226,490 ) (13,226,490 ) Forfeiture of Founder Shares - (2 ) 2 - - - - (2 ) 2 - - Class A common stock subject to possible redemption (3,329 ) - (332,879,391 ) - (332,882,720 ) 661 46,960,942 46,960,942 (2,668 ) - (285,918,449 ) - (285,921,778 ) Net loss - - - (408,237 ) (408,237 ) (551,352 ) (551,352 ) - - - (959,589 ) (959,589 ) Balance — December 31, 2020 171 875 5,407,195 (408,237 ) 5,000,004 661 - 38,860,281 (38,860,942 ) - 832 875 44,267,476 (39,269,179 ) 5,000,004 |