RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 8. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the Securities and Exchange Commission 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”). The errors that caused the Company to conclude that its financial statements should be restated are the result of a misapplication of the guidance on accounting for its issued warrants, which came to light when the SEC issued the SEC Statement. The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering on April 8, 2019. Based on ASC 815-40, Contracts on an Entity’s Own Equity The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate (i) the Company’s previously issued audited financial statements as of December 31, 2020 and December 31, 2019, as previously reported in its Form 10-K 815-40 In addition, management has identified errors made in the historical financial statements related to its shareholders’ equity where, on the date of issuance of the units, Replay improperly allocated the net proceeds among the ordinary shares subject to possible redemption and public warrants. Additionally, due to the redemption features tied to the ordinary shares subject to possible redemption, such shares will be redeemed or become redeemable. As a result, Replay should have remeasured the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as of the end of the first reporting period after the IPO (June 30, 2019) were the redemption date. Management also noted a reclassifications error related to temporary equity and permanent equity. The following presents the restated financial statements as of December 31, 2020 and 2019, as well as the statements for the three month period ended March 30, 2020, the three and six month periods ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019. The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods as previously reported to the restated amounts as of December 31, 2020 and 2019. The Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019 have been restated, for the restatement impact to net (loss) income and common stock subject to possible redemption. See the Statement of Operations reconciliation tables below for additional information on the restatement adjustments and impact to net (loss) income. December 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 849,909 $ — $ 849,909 Prepaid expenses 10,833 — 10,833 Total current assets 860,742 — 860,742 Investments held in Trust Account 293,315,407 — 293,315,407 Total assets 294,176,149 — 294,176,149 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 916,939 — 916,939 Accrued expenses 779,411 — 779,411 Total current liabilities 1,696,350 — 1,696,350 Warrant liability — 35,351,250 (a) 35,351,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 10,883,850 35,351,250 46,235,100 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2020 278,292,290 9,207,710 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at December 31, 2020 811 (92 )(a) 719 Additional paid-in 1,906,570 (1,906,570 )(a) — Retained earnings / (Accumulated deficit) 3,092,628 (42,652,298 )(a) (39,559,670 ) Total shareholders’ equity 5,000,009 (44,558,960 ) (39,558,951 ) Total Liabilities and Shareholders’ Equity $ 294,176,149 $ — $ 294,176,149 December 31, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,589,795 $ — $ 1,589,795 Prepaid expenses 62,738 — 62,738 Total current assets 1,652,533 — 1,652,533 Investments held in Trust Account 292,054,158 — 292,054,158 Total assets 293,706,691 — 293,706,691 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 86,595 — 86,595 Accrued expenses 8,860 — 8,860 Total current liabilities 95,455 — 95,455 Warrant liability — 18,817,500 (a) 18,817,500 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,282,955 18,817,500 28,100,455 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2019 279,423,730 8,076,270 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) at December 31, 2019 800 (81 )(a) 719 Additional paid-in 775,141 (775,141 )(a) — Retained earnings / (Accumulated deficit) 4,224,065 (26,118,548 )(a) (21,894,483 ) Total shareholders’ equity 5,000,006 (26,893,770 ) (21,893,764 ) Total Liabilities and Shareholders’ Equity $ 293,706,691 $ — $ 293,706,691 For the year ended December 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 2,392,686 $ — $ 2,392,686 Loss from operations (2,392,686 ) — (2,392,686 ) Loss on revaluation of warrant liability — (16,533,750 )(a) (16,533,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,261,249 — 1,261,249 Net loss $ (1,131,437 ) $ (16,533,750 ) $ (17,665,187 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.52 )(a) $ (0.48 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.33 ) $ (0.20 )(a) $ (0.53 ) For the year ended December 31, 2019 As Reported Restatement As Restated General and administrative expenses $ 327,399 $ — $ 327,399 Loss from operations (327,399 ) — (327,399 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 520,000 (a) 520,000 Gain on marketable securities, dividends and interest held in Trust Account 4,554,158 — 4,554,158 Net income $ 4,226,759 $ (128,239 ) $ 4,098,520 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.16 $ 0.17 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.05 ) $ (0.71 )(a) $ (0.76 ) For the year ended December 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (1,131,437 ) $ (16,533,750 )(a) $ (17,665,187 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,261,249 ) — (1,261,249 ) Loss on revaluation of warrant liability — 16,533,750 (a) 16,533,750 Changes in operating assets and liabilities: Prepaid expenses 51,905 — 51,905 Accounts payable 830,344 — 830,344 Accrued expenses 770,551 — 770,551 Net cash used in operating activities (739,886 ) — (739,886 ) Net change in cash (739,886 ) — (739,886 ) Cash - beginning of year 1,589,795 — 1,589,795 Cash - end of year $ 849,909 $ — $ 849,909 Supplemental disclosure of noncash activities: Change in value of ordinary share subject to possible redemption $ (1,131,440 ) $ 1,131,440 (a) $ — For the year ended December 31, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 4,226,759 $ (128,239 )(a) $ 4,098,520 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (4,554,158 ) — (4,554,158 ) Gain on revaluation of warrant liability — (520,000 )(a) (520,000 ) Changes in operating assets and liabilities: Prepaid expenses (62,738 ) — (62,738 ) Accounts payable 83,995 — 83,995 Accrued expenses 6,166 — 6,166 Net cash used in operating activities (299,976 ) (648,239 ) (948,215 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (250,000 ) — (250,000 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,885,229 ) 648,239 (a) (5,236,990 ) Net cash provided by financing activities 289,364,771 648,239 290,013,010 Net change in cash 1,564,795 — 1,564,795 Cash - beginning of year 25,000 — 25,000 Cash - end of year $ 1,589,795 $ — $ 1,589,795 Supplemental disclosure of noncash activities: Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Value of ordinary share subject to possible redemption $ 279,423,730 $ (252,634,140 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, June 30, 2019 and September 30, 2019. March 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,492,046 $ — $ 1,492,046 Prepaid expenses 109,585 — 109,585 Total current assets 1,601,631 — 1,601,631 Investments held in Trust Account 293,182,905 — 293,182,905 Total assets 294,784,536 — 294,784,536 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 161,682 — 161,682 Accrued expenses 50,000 — 50,000 Total current liabilities 211,682 — 211,682 Warrant liability — 13,053,750 (a) 13,053,750 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,399,182 13,053,750 22,452,932 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at March 31, 2020 280,385,350 7,114,650 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at March 31, 2020 790 (71 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,214 (20,168,329 )(a) (15,169,115 ) Total shareholders’ equity 5,000,004 (20,168,400 ) (15,168,396 ) Total Liabilities and Shareholders’ Equity $ 294,784,536 $ — $ 294,784,536 June 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,261,642 $ — $ 1,261,642 Prepaid expenses 83,333 — 83,333 Total current assets 1,344,975 — 1,344,975 Investments held in Trust Account 293,168,737 — 293,168,737 Total assets 294,513,712 — 294,513,712 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 26,078 — 26,078 Accrued expenses 25,000 — 25,000 Total current liabilities 51,078 — 51,078 Warrant liability — 19,990,000 (a) 19,990,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,238,578 19,990,000 29,228,578 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2020 280,275,130 7,224,870 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2020 791 (72 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,213 (27,214,798 )(a) (22,215,585 ) Total shareholders’ equity 5,000,004 (27,214,870 ) (22,214,866 ) Total Liabilities and Shareholders’ Equity $ 294,513,712 $ — $ 294,513,712 September 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 974,317 $ — $ 974,317 Prepaid expenses 47,084 — 47,084 Total current assets 1,021,401 — 1,021,401 Investments held in Trust Account 293,255,540 — 293,255,540 Total assets 294,276,941 — 294,276,941 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 371,225 — 371,225 Accrued expenses 414,571 — 414,571 Total current liabilities 785,796 — 785,796 Warrant liability — 21,096,250 (a) 21,096,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,973,296 21,096,250 31,069,546 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2020 279,303,640 8,196,360 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2020 801 (82 )(a) 719 Additional paid-in 895,230 (895,230 )(a) — Retained earnings / (Accumulated deficit) 4,103,974 (28,397,298 )(a) (24,293,324 ) Total shareholders’ equity 5,000,005 (29,292,610 ) (24,292,605 ) Total Liabilities and Shareholders’ Equity $ 294,276,941 $ — $ 294,276,941 June 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,784,487 $ — $ 1,784,487 Prepaid expenses 138,629 — 138,629 Total current assets 1,923,116 — 1,923,116 Investments held in Trust Account 289,260,594 — 289,260,594 Total assets 291,183,710 — 291,183,710 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 2,600 — 2,600 Accrued expenses 170,269 — 170,269 Total current liabilities 172,869 — 172,869 Warrant liability — 15,720,000 (a) 15,720,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,360,369 15,720,000 25,080,369 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2019 276,823,340 10,676,660 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2019 826 (107 )(a) 719 Additional paid-in 3,375,505 (3,375,505 )(a) — Retained earnings / (Accumulated deficit) 1,623,670 (23,021,048 )(a) (21,397,378 ) Total shareholders’ equity 5,000,001 (26,396,660 ) (21,396,659 ) Total Liabilities and Shareholders’ Equity $ 291,183,710 $ — $ 291,183,710 September 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,618,729 $ — $ 1,618,729 Prepaid expenses 101,988 — 101,988 Total current assets 1,720,717 — 1,720,717 Investments held in Trust Account 290,822,448 — 290,822,448 Total assets 292,543,165 — 292,543,165 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 82,220 — 82,220 Accrued expenses — — — Total current liabilities 82,220 — 82,220 Warrant liability — 16,671,250 (a) 16,671,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,269,720 16,671,250 25,940,970 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2019 278,273,440 9,226,560 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2019 811 (92 )(a) 719 Additional paid-in 1,925,420 (1,925,420 )(a) — Retained earnings / (Accumulated deficit) 3,073,774 (23,972,298 )(a) (20,898,524 ) Total shareholders’ equity 5,000,005 (25,897,810 ) (20,897,805 ) Total Liabilities and Shareholders’ Equity $ 292,543,165 $ — $ 292,543,165 The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 167,129 $ — $ 167,129 Loss from operations (167,129 ) — (167,129 ) Issuance costs allocated to Public Warrants — — — Gain on revaluation of warrant liability — 5,763,750 (a) 5,763,750 Gain on marketable securities, dividends and interest held in Trust Account 1,128,747 — 1,128,747 Net income $ 961,618 $ 5,763,750 $ 6,725,368 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.04 $ 0.15 (a) $ 0.19 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net (loss) income per share, Founder Shares $ (0.02 ) $ 0.18 (a) $ 0.16 For the three months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 96,052 $ — $ 96,052 Loss from operations (96,052 ) — (96,052 ) Loss on revaluation of warrant liability — (6,936,250 )(a) (6,936,250 ) Loss on marketable securities, dividends and interest held in Trust Account (14,168 ) — (14,168 ) Net loss $ (110,220 ) $ (6,936,250 ) $ (7,046,470 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.20 )(a) $ (0.20 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.01 ) $ (0.19 )(a) $ (0.20 ) For the three months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,058,292 $ — $ 1,058,292 Loss from operations (1,058,292 ) — (1,058,292 ) Loss on revaluation of warrant liability — (1,106,250 )(a) (1,106,250 ) Gain on marketable securities, dividends and interest held in Trust Account 86,803 — 86,803 Net loss $ (971,489 ) $ (1,106,250 ) $ (2,077,739 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.06 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.15 ) $ (0.09 )(a) $ (0.06 ) For the six months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 263,181 $ — $ 263,181 Loss from operations (263,181 ) — (263,181 ) Loss on revaluation of warrant liability — (1,172,500 )(a) (1,172,500 ) Gain on marketable securities, dividends and interest held in Trust Account 1,114,579 — 1,114,579 Net income (loss) $ 851,398 $ (1,172,500 ) $ (321,102 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.04 )(a) $ 0.00 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.04 ) $ — (a) $ (0.04 ) For the nine months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,321,473 $ — $ 1,321,473 Loss from operations (1,321,473 ) — (1,321,473 ) Loss on revaluation of warrant liability — (2,278,750 )(a) (2,278,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,201,382 — 1,201,382 Net loss $ (120,091 ) $ (2,278,750 ) $ (2,398,841 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.10 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.18 ) $ 0.08 (a) $ (0.10 ) For the three months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 120,491 $ — $ 120,491 Loss from operations (120,491 ) — (120,491 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,640,103 $ 2,969,261 $ 4,609,364 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss) per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the three months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 111,750 $ — $ 111,750 Loss from operations (111,750 ) — (111,750 ) Loss on revaluation of warrant liability — (951,250 )(a) (951,250 ) Gain on marketable securities, dividends and interest held in Trust Account 1,561,854 — 1,561,854 Net income (loss) $ 1,450,104 $ (951,250 ) $ 498,854 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.05 $ (0.03 )(a) $ 0.02 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.01 )(a) $ (0.03 ) For the six months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 134,230 $ — $ 134,230 Loss from operations (134,230 ) — (134,230 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,626,364 $ 2,969,261 $ 4,595,625 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the nine months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 245,980 $ — $ 245,980 Loss from operations (245,980 ) — (245,980 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 2,666,250 (a) 2,666,250 Gain on marketable securities, dividends and interest held in Trust Account 3,322,448 — 3,322,448 Net income $ 3,076,468 $ 2,018,011 $ 5,094,479 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.12 $ 0.23 (a) $ 0.35 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.03 ) $ (0.67 )(a) $ (0.70 ) The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 961,618 $ 5,763,750 (a) $ 6,725,368 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,128,747 ) — (1,128,747 ) Gain on revaluation of warrant liability — (5,763,750 )(a) (5,763,750 ) Changes in operating assets and liabilities: Prepaid expenses 16,903 — 16,903 Accounts payable 11,337 — 11,337 Accrued expenses 41,140 — 41,140 Net cash used in operating activities (97,749 ) — (97,749 ) Net change in cash (97,749 ) — (97,749 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,492,046 $ — $ 1,492,046 Supplemental disclosure of noncash activities: Prepaid expenses included in accounts payable $ 63,750 $ — $ 63,750 Remeasurement of ordinary shares subject to possible redemption $ 961,620 $ (961,620 )(a) $ — For the six months ended June 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income (loss) $ 851,398 $ (1,172,500 )(a) $ (321,102 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,114,579 ) — (1,114,579 ) Loss on revaluation of warrant liability — 1,172,500 (a) 1,172,500 Changes in operating assets and liabilities: Prepaid expenses (20,595 ) — (20,595 ) Accounts payable (60,517 ) — (60,517 ) Accrued expenses 16,140 — 16,140 Net cash used in operating activities (328,153 ) — (328,153 ) Net change in cash (328,153 ) — (328,153 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,261,642 $ — $ 1,261,642 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ 851,400 $ (851,400 )(a) $ — For the nine months ended September 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (120,091 ) $ (2,278,750 )(a) $ (2,398,841 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,201,382 ) — (1,201,382 ) Loss on revaluation of warrant liability — 2,278,750 (a) 2,278,750 Changes in operating assets and liabilities: Prepaid expenses 15,654 — 15,654 Accounts payable 284,630 — 284,630 Accrued expenses 405,711 — 405,711 Net cash used in operating activities (615,478 ) — (615,478 ) Net change in cash (615,478 ) — (615,478 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 974,317 $ — $ 974,317 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ (120,090 ) $ 120,090 (a) $ — For the six months ended June 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 1,626,364 $ 2,969,261 (a) $ 4,595,625 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (1,760,594 ) — (1,760,594 ) Gain on revaluation of warrant liability — (3,617,500 )(a) (3,617,500 ) Changes in operating assets and liabilities: Prepaid expenses (138,629 ) — (138,629 ) Accrued expenses 82,575 — 82,575 Net cash used in operating activities (188,078 ) (648,239 ) (836,317 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by (used in) financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,759,487 — 1,759,487 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,784,487 $ — $ 1,784,487 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 276,823,340 $ (250,033,750 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 For the nine months ended September 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 3,076,468 $ 2,018,011 (a) $ 5,094,479 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (3,322,448 ) — (3,322,448 ) Gain on revaluation of warrant liability — (2,666,250 )(a) (2,666,250 ) Changes in operating assets and liabilities: Prepaid expenses (101,988 ) — (101,988 ) Accounts payable 79,620 — 79,620 Accrued expenses (87,694 ) — (87,694 ) Net cash used in operating activities (353,836 ) (648,239 ) (1,002,075 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,593,729 — 1,593,729 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,618,729 $ — $ 1,618,729 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 278,273,440 $ (251,483,850 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 (a) The Restatement Adjustments reflect the entries to record the initial liability for the Public and Private Warrants issued as part of Replay’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability at the end of each period presented. The initial fair value of the Public and Private Warrants of $19.3 million was recorded in April 2019 as a warrant liability with an offset to additional paid-in capital. In addition, the initial adjusting entry was also to expense approximately $648 thousand of costs directly associated with the issuance of the Public Warrants. The proceeds received from the sale of private warrants in excess of their fair value of $775 thousand was recognized as additional paid-in capital. For each subsequent quarter end, starting with June 30, 2019, the liability was revalued and the change in fair value reflected in “Gain/loss on revaluation of warrant liability” in the Statement of Operations. The Restatement Adjustment also reflect the impact of the remeasurement as of June 30, 2019 of the redeemable shares classified in temporary equity to align with the expected redemption amount of $287.5 million, the impact of the remeasurement of approximately $26.8 million was recognized as increase to the temporary equity balance with the offset to additional paid in capital and accumulated deficit. Additionally, the redemption amount was increased by the gains on marketable securiti |