CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for Warrants (as defined in Note 4) and FPAs (as defined in Note 7) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Warrants and FPAs meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and FPAs as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date. The Company's prior accounting treatment for the Warrants and FPAs was equity classification rather than as derivative liabilities. Accounting for the Warrants and FPAs as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and FPAs to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and FPAs in the Company's financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 127,388,332 $ 127,388,332 FPA liability — 54,277,110 54,277,110 Total Liabilities 39,352,979 221,018,421 181,665,442 Class A common stock subject to possible redemption 992,218,500 810,553,063 (181,665,437) Class A common stock, $0.0001 par value 428 2,244 1,816 Additional paid-in capital 7,553,530 119,427,819 111,874,289 Accumulated deficit (2,556,540) (114,432,650) (111,876,110) Total Stockholder’s Equity 5,000,006 5,000,001 (5) For the Period from March 26, 2020 Through December 31, 2020 As Reported As Restated Difference Statements of Operations Loss on change in fair value of warrant liability $ — $ (57,599,000) $ (57,599,000) Loss on change in fair value of FPA liability — (54,277,110) (54,277,210) Loss before provision for income taxes (2,408,845) (114,284,955) (111,876,110) Net loss $ (2,556,540) $ (114,432,650) $ (111,876,110) Per Share Data: Basic and diluted net loss per share, Class B $ (0.12) $ (4.44) $ (4.32) As of September 30, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 112,927,999 $ 112,927,999 FPA liability — 35,392,825 35,392,825 Total Liabilities 36,454,065 184,774,889 148,320,824 Class A common stock subject to possible redemption 994,929,100 846,608,276 (148,320,824) Class A common stock, $0.0001 par value 401 1,884 1,483 Additional paid-in capital 4,842,957 83,372,965 78,530,008 Retained earnings (accumulated deficit) 154,057 (78,377,434) (78,531,491) Three Months Ended For the Period from March 26, 2020 September 30, 2020 Through September 30, 2020 As Reported As Restated Difference As Reported As Restated Difference Statements of Operations Loss on change in fair value of warrant liability $ — $ (31,033,000) $ (31,033,000) $ — $ (43,138,666) $ (43,138,666) Loss on change in fair value of FPA liability — (16,482,904) (16,482,904) — (35,392,825) (35,392,825) Income (loss) before provision for income taxes 228,054 (47,287,850) (47,515,904) 242,106 (78,289,385) (78,531,491) Net income (loss) 155,641 (47,360,263) (47,515,904) 154,057 (78,377,434) (78,531,491) Per Share Data: Basic and diluted net less per share, Class B — (1.84) (1.84) $ (0.01) $ (3.04) (3.03) As of June 30, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 81,894,999 $ 81,894,999 FPA liability — 18,909,921 18,909,921 Total Liabilities 36,949,650 137,754,569 100,804,919 Class A common stock subject to possible redemption 994,773,460 893,968,540 (100,804,920) Class A common stock, $0.0001 par value 402 1,410 1,008 Additional paid-in capital 4,998,596 36,013,175 36,014,579 Accumulated deficit (1,584) (31,017,172) (31,015,588) Three Months Ended For the Period from March 26, 2020 June 30, 2020 Through June 30, 2020 As Reported As Restated Difference As Reported As Restated Difference Statements of Operations Loss on change in value of warrant liability $ — $ (12,105,667) $ (12,105,667) $ — $ (12,105,667) $ (12,105,667) Loss on change in fair value of FPA liability — (18,909,921) (18,909,921) — (18,909,921) (18,909,921) Income (loss) before provision for income taxes 15,011 (31,000,577) (31,015,588) 14,052 (31,001,536) (31,015,588) Net loss $ (625) $ (31,016,213) $ (31,015,588) $ (1,584) $ (31,017,172) $ (31,015,588) Per Share Data: Basic and diluted net less per share, Class B $ — $ (1.20) $ (1.20) $ — $ (1.20) $ (1.20) As of May 29, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 69,789,333 $ 69,789,333 Total Liabilities 36,881,502 106,670,835 69,789,333 Class A common stock subject to possible redemption 994,768,320 924,978,987 (69,789,333) Class A common stock, $0.0001 par value 402 1,100 698 Additional Paid in Capital 5,003,736 5,003,038 (698) Total operating, investing and financing cash flows for all periods herein and in all previous interim periods were not impacted by the Restatement. |