RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering 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. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified 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 following table summarizes the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustments As Restated Balance sheet as of October 2, 2020 (audited) Warrant Liability $ — $ 28,860,000 $ 28,860,000 Common Shares Subject to Possible Redemption 443,244,970 (28,860,000 ) 414,384,970 Class A Common Shares 168 288 456 Additional Paid-in 5,000,853 1,015,507 6,016,360 Accumulated Deficit (2,163 ) (1,015,795 ) (1,017,958 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 65,646,664 $ 65,646,664 Common Shares Subject to Possible Redemption 442,135,795 (65,646,665 ) 376,489,130 Class A Common Shares 179 656 835 Additional Paid-in 6,110,017 37,801,804 43,911,821 Accumulated Deficit (1,111,338 ) (37,802,459 ) (38,913,797 ) Shareholders’ Equity 5,000,008 1 5,000,009 Period from July 8, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (36,786,664 ) $ (36,786,664 ) Offering costs allocated to warrant liability — (1,015,795 ) (1,015,795 ) Net loss (1,111,338 ) (37,802,459 ) (38,913,797 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 44,324,497 (2,886,000 ) 41,438,497 Basic and diluted net loss per common share, common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, non-redeemable 11,775,126 1,613,292 13,388,418 Basic and diluted net loss per common share, non-redeemable (0.09 ) (2.82 ) (2.91 ) Statement of cash flows for the period from July 8, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (1,111,338 ) $ (37,802,459 ) $ (38,913,797 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 36,786,664 36,786,664 Non-Cash Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities — 28,860,000 28,860,000 Statement of changes in stockholders’ equity for the period from July 8, 2020 (inception) through December 31, 2020 Class A common stock: Shares of Class A common stock subject to possible redemption (44,213,441 ) 6,564,646 (37,648,795 ) Class A common stock subject to possible redemption $ (4,421 ) $ 656 $ (3,765 ) Additional Paid-in Sale of 46,000,000 Units, net of underwriting discounts 434,217,541 (16,924,205 ) 417,293,336 Contribution in excess of fair value of Private Placement Warrants — 3,080,000 3,080,000 Sale of 9,333,333 Private Placement Warrants 14,000,000 (14,000,000 ) — Class A common stock subject to possible redemption (442,131,374 ) 65,646,009 (376,485,365 ) Accumulated Deficit: Net loss (1,111,338 ) (37,802,459 ) (38,913,797 ) Total Stockholders’ Equity: Sale of 46,000,000 Units, net of underwriting discounts 434,222,141 (16,924,205 ) 417,297,936 Contribution in excess of fair value of Private Placement Warrants — 3,080,000 3,080,000 Sale of 9,333,333 Private Placement Warrants 14,000,000 (14,000,000 ) — Class A common stock subject to possible redemption (442,135,795 ) 65,646,665 (376,489,130 ) Net loss (1,111,338 ) (37,802,459 ) (38,913,797 ) |