Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the “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”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of September 18, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging.” ASC Section 815-40-15 815-40-15, 815-40-15 815-40-25. 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 (including September 18, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. Amendment 2 In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Com p There has been no change in the Company’s total assets, liabilities or operating results. As Previously Adjustments (Amendment 1) As Restated in Adjustments (Amendment 2) As Restated in Balance sheet as of September 18, 2020 Warrant Liability $ — $ 38,621,733 $ 38,621,733 $ — $ 38,621,733 Common Shares Subject to Possible Redemption 395,891,920 (38,621,733 ) 357,270,187 56,729,813 414,000,000 Class A Common Shares 181 386 567 (567 ) — Additional Paid-in Capital 5,000,801 4,013,032 9,013,833 (9,013,833 ) — Accumulated Deficit (2,013 ) (4,013,418 ) (4,015,431 ) (47,715,413 ) (51,730,844 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 33,871,466 $ 33,871,466 $ — $ 33,871,466 Common Shares Subject to Possible Redemption 395,703,124 (33,871,466 ) 361,831,658 52,141,089 413,972,747 Class A Common Shares 183 338 521 (521 ) — Additional Paid-in Capital 5,189,595 (737,187 ) 4,452,408 (4,452,408 ) — (Accumulated Deficit)/ Retained Earnings (190,804 ) 736,849 546,045 (47,688,160 ) (47,142,115 ) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 36,969,466 $ 36,969,466 $ — $ 36,969,466 Common Shares Subject to Possible Redemption 395,554,128 (36,969,466 ) 358,584,662 55,436,207 414,020,869 Class A Common Shares 185 369 554 (554 ) — Additional Paid-in Capital 5,338,589 2,360,782 7,699,371 (7,699,371 ) — Accumulated Deficit (339,804 ) (2,361,151 ) (2,700,955 ) (47,736,282 ) (50,437,237 ) Statement of Operations for the Period from July 7, 2020 (inception) to September 30, 2020 (unaudited) Formation and operating costs $ 171,221 $ 2,535,733 $ 2,706,954 $ — $ 2,706,954 Loss from operations (171,221 ) (2,535,733 ) (2,706,954 ) — (2,706,954 ) Change in fair value of warrant liability — 4,750,267 4,750,267 — 4,750,267 Transaction costs associated with Initial Public Offering — (1,477,685 ) (1,477,685 ) — (1,477,685 ) Other income (expense), net (27,253 ) 3,272,582 3,245,329 — 3,245,329 Net (loss) income (190,804 ) 736,849 546,045 — 546,045 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption — 35,727,019 35,727,019 (35,727,019 ) — Basic and diluted net income (loss) per share, common stock subject to possible redemption — (0.00 ) (0.00 ) — — Weighted average shares outstanding, basic and diluted common shares 9,480,123 586,659 10,066,782 (10,066,782 ) — Basic and diluted net (loss) income per share (0.02 ) 0.07 0.05 (0.05 ) — Weighted average shares outstanding of Class A common stock — — — 6,288,608 6,288,608 Basic and diluted net income per share, Class A common stock — — — 0.04 0.04 Weighted average shares outstanding of Class B common stock — — — 9,205,063 9,205,063 Basic and diluted net income per share, Class B common stock — — — 0.04 0.04 Statement of Operations for the Period from July 7, 2020 (inception) to December 31, 2020 Formation and operating costs $ 457,991 $ 2,535,733 $ 2,993,724 — $ 2,993,724 Loss from operations (457,991 ) (2,535,733 ) (2,993,724 ) — (2,993,724 ) Change in fair value of warrant liability 1,652,267 1,652,267 — 1,652,267 Transaction costs associated with Initial Public Offering — (1,477,685 ) (1,477,685 ) — (1,477,685 ) Other income (expense), net 118,187 174,582 292,769 — 292,769 Net loss (339,804 ) (2,361,151 ) (2,700,955 ) — (2,700,955 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 39,574,795 (3,441,510 ) 36,133,285 (36,133,285 ) — Basic and diluted net income (loss) per share, common stock subject to possible redemption 0.00 0.00 0.00 — — Weighted average shares outstanding, basic and diluted 10,931,119 2,093,082 13,024,201 (13,024,201 ) — Basic and diluted net loss per share (0.03 ) (0.18 ) (0.21 ) 0.21 — Weighted average shares outstanding of Class A common stock — — — 25,178,947 25,178,947 Basic and diluted net loss per share, Class A common stock — — — (0.08 ) (0.08 ) Weighted average shares outstanding of Class B common stock — — — 9,821,053 9,821,053 Basic and diluted net loss per share, Class B common stock — — — (0.08 ) (0.08 ) Statement of Change in Stockholders’ Equity (Deficit) for the Period from July 7, 2020 (inception) to September 30, 2020 (unaudited) Sale of 41,400,000 Units net of underwriting discounts $ 390,584,797 $ (24,328,315 ) $ 366,256,482 $ (366,256,482 ) $ — Sale of 6,853,333 private placement warrants 10,280,000 (10,280,000 ) — — — Class A common stock subject to possible redemption (395,699,167 ) 33,871,128 (361,828,039 ) 361,828,039 — Accretion of Class A common stock to redemption value — — — (47,712,125 ) (47,712,125 ) Total stockholders’ equity (deficit) 5,009,009 — 5,000,009 (52,141,089 ) (47,141,080 ) Statement of Change in Stockholders’ Equity (Deficit) for the Period from July 7, 2020 (inception) to December 31, 2020 Sale of 41,400,000 Units, net of underwriting discounts $ 390,584,797 $ (24,328,315 ) $ 366,256,482 $ (366,256,482 ) $ — Sale of 6,853,333 private placement warrants 10,280,000 (10,280,000 ) — — — Class A common stock subject to possible redemption (395,550,173 ) 36,969,097 (358,581,076 ) 358,581,076 — Accretion of Class A common stock to redemption value — — — (47,760,247 ) (47,760,247 ) Total stockholders’ equity (deficit) 5,000,005 — 5,000,005 (55,436,207 ) (50,436,202 ) Statement of Cash Flows for the Period from July 7, 2020 (inception) to September 30, 2020 (unaudited) Cash Flows from Operating Activities: Net income (loss) $ (190,804 ) $ 736,849 $ 546,045 $ — $ 546,045 Transaction costs associated with Initial Public Offering — 1,477,685 1,477,685 — 1,477,685 Warrant liability in excess of purchase prices of private warrants — 2,535,733 2,535,733 — 2,535,733 Change in fair value of warrant liability — (4,750,267 ) (4,750,267 ) — (4,750,267 ) Non-Cash Investing and Financing activities: Initial classification of Class A common stock subject to possible redemption 395,891,920 (38,621,733 ) 357,270,187 56,729,813 414,000,000 Change in value of Class A common stock subject to possible redemption (188,796 ) 4,750,267 4,561,471 (4,588,724 ) (27,253 ) Initial classification of warrant liability — 38,621,733 38,621,733 — — Statement of Cash Flows for the Period from July 7, 2020 (inception) to December 31, 2020 Cash Flows from Operating Activities: Net loss $ (339,804 ) $ (2,361,151 ) $ (2,700,955 ) — $ (2,700,955 ) Transaction costs associated with Initial Public Offering — 1,477,685 1,477,685 — 1,477,685 Warrant liability in excess of purchase prices of private warrants — 2,535,733 2,535,733 — 2,535,733 Change in fair value of warrant liability — (1,652,267 ) (1,652,267 ) — (1,652,267 ) Non-Cash Investing and Financing activities: Initial classification of Class A common stock subject to possible redemption 395,891,920 (38,621,733 ) 357,270,187 56,729,813 414,000,000 Change in value of Class A common stock subject to possible redemption (337,792 ) 1,652,267 1,314,475 (1,293,606 ) 20,869 Initial classification of warrant liability — 38,621,733 38,621,733 — 38,621,733 |