Restatement of Previously Issued Financial Statements | Note 8 — Restatement of Previously Issued Financial Statements The Company has restated previously issued financial statements after considering newly released guidance by the SEC regarding the accounting and reporting for warrants. 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 certain of 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, 2021. Based on ASC 815-40 warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. Refer to Note 6 - Shareholders’ Equity for further detail on the Warrants. 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 and (ii) quarterly unaudited financial statements for the quarterly periods ended June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. 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 September 30, 2020 and December 31, 2019, as well as the statements for the three and nine month period 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 September 30, 2020 and December 31, 2019. The Statements of Shareholders’ Equity for the three and nine month period ended September 30, 2020 and 2019 have been restated respectively, 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 and impact to net (loss) income. 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 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 The following tables contain the restatement of previously reported unaudited Statements of Operations for the three and nine month periods ended September 30, 2020 and 2019. 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 ) Loss 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 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 ) Issuance costs allocated to the public warrants — — — 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 $ 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 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 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 the 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 and nine month periods ended September 30, 2020 and 2019. 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 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 underwritting 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 Statements 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 securities, dividends and interest held in the trust account, which is also subject to redemption by the ordinary shareholders. Lastly, the earning per share for both the Public and Founder shares was adjusted to account for the measurement adjustment to the temporary equity in accordance with the two classes of shares method and the guidance in ASC 480-10-S99-3A. |