Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in August 2020, the Company’s previously issued financial statements for 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 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 August 18, 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 warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the 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, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on August 18, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2020 and for the quarter ended September 30, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 277,449,474 $ — $ 277,449,474 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 575,832 $ — $ 575,832 Deferred underwriting commissions 9,660,000 — 9,660,000 Stock warrant liabilities — 69,731,460 (1 )(2) 69,731,460 Total liabilities 10,235,832 69,731,460 79,967,292 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,213,640 (69,731,460 ) (1 )(2) 192,482,180 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 138 697 835 Class B common stock - $0.0001 par value 690 — 690 Additional paid-in-capital 5,627,537 53,903,833 (2 ) 59,531,370 Accumulated deficit (628,363 ) (53,904,530 ) (2 ) (54,532,893 ) Total stockholders’ equity 5,000,002 — 5,000,002 Total liabilities and stockholders’ equity $ 277,449,474 $ — $ 277,449,474 Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (726,997 ) $ — $ (726,997 ) Other (expense) income: Change in fair value of warrant liabilities — (53,904,530 ) (2 ) (53,904,530 ) Gain on marketable securities (net), dividends and interest held in Trust Account 98,634 — 98,634 Total other (expense) income 98,634 (53,904,530 ) (53,805,896 ) Loss before income tax expense (628,363 ) (53,904,530 ) (54,532,893 ) Income tax expense — — — Net loss $ (628,363 ) $ (53,904,530 ) $ (54,532,893 ) Basic and Diluted weighted-average Class A common shares outstanding 27,600,000 — 27,600,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 6,900,000 — 6,900,000 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (7.90 ) Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Cash Flows Net loss $ (628,363 ) $ (53,904,530 ) (2 ) $ (54,532,893 ) Adjustment to reconcile net loss to net cash used in operating activities 29,420 53,904,530 (2 ) 53,933,950 Net cash used in operating activities (598,943 ) — (598,943 ) Net cash used in investing activities (276,000,000 ) — (276,000,000 ) Net cash provided by financing activities 277,576,808 — 277,576,808 Net change in cash $ 977,865 $ — $ 977,865 The impact to the balance sheet dated August 18, 2020, filed on Form 8-K on August 24, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $15.8 million increase to the warrant liabilities line item on August 18, 2020 and a decrease to the Class A common stock subject to redemption mezzanine equity line item. |