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, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC 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 Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investment in trust.

	As Previously Reported			Adjustments			As Restated
Balance Sheet as of May 23, 2019 (audited)
Total Liabilities	$	10,812,500		$	21,655,000		$	32,467,500
Class A Common Stock Subject to Possible Redemption		273,048,700			(21,655,000	)		251,393,700
Class A Common Stock		145			217			362
Additional Paid-in Capital		5,002,319			1,118,984			6,121,303
Accumulated Deficit		(3,182	)		(1,119,201	)		(1,122,383	)
Number of Class A shares subject to redemption		27,304,870			(2,165,500	)		25,139,370

	As Previously Reported		Adjustments			As Restated
Balance Sheet as of June 30, 2019 (unaudited)
Total Liabilities	$	11,037,233	$	21,017,500		$	32,054,733
Class A Common Stock Subject to Possible Redemption		273,685,323		(21,017,500	)		252,667,823
Class A Common Stock		145		210			355
Additional Paid-in Capital		4,365,696		481,491			4,847,187
(Accumulated Deficit) Retained Earnings		633,441		(481,701	)		151,740
Number of Class A shares subject to redemption		27,297,161		(2,096,269	)		25,200,892

Balance Sheet as of September 30, 2019 (unaudited)
Total Liabilities	$	10,958,780	$	12,895,000		$	23,853,780
Class A Common Stock Subject to Possible Redemption		274,806,490		(12,895,000	)		261,911,490
Class A Common Stock		145		128			273
Additional Paid-in Capital		3,244,529		(2,125,328	)		1,119,201
Retained Earnings		1,754,608		2,125,200			3,897,808
Number of Class A shares subject to redemption		27,299,778		(1,281,013	)		26,018,765

Balance Sheet as of December 31, 2019 (audited)
Total Liabilities	$	11,041,594	$	17,170,000		$	28,211,594
Class A Common Stock Subject to Possible Redemption		275,563,755		(17,170,000	)		258,393,755
Class A Common Stock		147		170			317
Additional Paid-in Capital		2,487,262		1,368,061			1,119,201
Retained Earnings		2,511,873		1,367,891			3,879,764
Number of Class A shares subject to redemption		27,283,483		(1,699,997	)		25,583,486

Balance Sheet as of March 31, 2020 (unaudited)
Total Liabilities	$	11,031,473	$	11,826,250		$	22,857,723
Class A Common Stock Subject to Possible Redemption		276,588,435		(11,826,250	)		264,762,185
Class A Common Stock		151		116			267
Additional Paid-in Capital		1,462,578		(343,377	)		1,119,201
Retained Earnings		3,536,560		343,261			3,879,821
Number of Class A shares subject to redemption		27,243,425		(1,164,863	)		26,078,562

Balance Sheet as of June 30, 2020 (unaudited)
Total Liabilities	$	10,965,109	$	23,792,500		$	34,757,609
Class A Common Stock Subject to Possible Redemption		276,444,848		(23,792,500	)		252,652,348
Class A Common Stock		148		235			383
Additional Paid-in Capital		1,606,168		3,256,466			4,862,634
(Accumulated Deficit) Retained Earnings		3,392,972		(3,256,701	)		136,271
Number of Class A shares subject to redemption		27,268,699		(2,346,908	)		24,921,791

Balance Sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	10,957,695	$	34,340,000		$	45,297,695
Class A Common Stock Subject to Possible Redemption		276,407,327		(34,340,000	)		242,067,327
Class A Common Stock		151		338			489
Additional Paid-in Capital		1,643,686		13,803,863			15,447,549
(Accumulated Deficit) Retained Earnings		3,355,448		(13,804,201	)		(10,448,753	)
Number of Class A shares subject to redemption		27,239,680		(3,384,174	)		23,855,506

	As Previously Reported			Adjustments			As Restated
Balance Sheet as of December 31, 2020 (audited)
Total Liabilities	$	14,222,974		$	63,800,000		$	78,022,974
Class A Common Stock Subject to Possible Redemption		272,933,454			(63,799,997	)		209,133,457
Class A Common Stock		186			629			815
Additional Paid-in Capital		5,117,524			43,263,569			48,381,093
Accumulated Deficit		(118,424	)		(43,264,201	)		(43,382,625	)
Number of Class A shares subject to redemption		26,894,145			(6,286,684	)		20,607,461

Statement of Operations for the Three Months Ended June 30, 2019 (unaudited)
Net income (loss)	$	634,660		$	(481,701	)	$	152,959
Weighted average shares outstanding, basic and diluted		7,258,681			7,258,681			—
Basic and diluted net loss per common share		(0.00	)		0.00			—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			10,497,759			10,497,759
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.06			0.06
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			8,162,955			8,162,955
Basic and diluted net loss per share, Non-redeemable common stock		—			(0.06	)		(0.06	)

Statement of Operations for the Six Months Ended June 30, 2019 (unaudited)
Net income (loss)	$	634,539		$	(256,701	)	$	377,838
Weighted average shares outstanding, basic and diluted		7,378,674			(7,378,674	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,139,370			25,139,370
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.02			0.02
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			7,833,309			7,833,309
Basic and diluted net loss per share, Non-redeemable common stock		(0.00	)		(0.06	)		(0.06	)

Statement of Operations for the Three Months Ended September 30, 2019 (unaudited)
Net income	$	1,121,167		$	8,122,500		$	9,243,667
Weighted average shares outstanding, basic and diluted		8,640,339			(8,640,339	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,200,892			25,200,892
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.05			0.05
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			10,736,608			10,736,608
Basic and diluted net income per share, Non-redeemable common stock		(0.01	)		0.76			0.75

	As Previously Reported			Adjustments			As Restated
Statement of Operations for the Nine Months Ended September 30, 2019 (unaudited)
Net income	$	1,755,706		$	7,640,799		$	9,396,505
Weighted average shares outstanding, basic and diluted		7,803,850			(7,803,850	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,182,909			25,182,909
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.07			0.07
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			8,811,710			8,811,710
Basic and diluted net income per share, Non-redeemable common stock		(0.02	)		0.88			0.86

Statement of Operations for the Year Ended December 31, 2019 (audited)
Net income	$	2,512,971		$	3,365,799		$	5,878,770
Weighted average shares outstanding, basic and diluted		8,015,444			(8,015,444	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,529,300			25,529,300
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.10			0.10
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			9,090,741			9,090,741
Basic and diluted net income per share, Non-redeemable common stock		(0.03	)		0.40			0.37

Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Net income	$	1,024,687		$	5,343,750		$	6,368,437
Weighted average shares outstanding, basic and diluted		8,654,017			(8,654,017	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,583,486			25,583,486
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.04			0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			10,354,014			10,354,014
Basic and diluted net loss per share, Non-redeemable common stock		(0.01	)		0.52			0.51

Statement of Operations for the Three Months Ended June 30, 2020 (unaudited)
Net loss	$	(143,588	)	$	(11,966,250	)	$	(12,109,838	)
Weighted average shares outstanding, basic and diluted		8,694,075			(8,694,075	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			26,078,562			26,078,562
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.00			0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			9,858,938			9,858,938
Basic and diluted net loss per share, Non-redeemable common stock		(0.02	)		(1.21	)		(1.23	)

	As Previously Reported			Adjustments			As Restated
Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Net income (loss)	$	881,099		$	(6,622,500	)	$	(5,741,401	)
Weighted average shares outstanding, basic and diluted		8,674,046			(8,674,046	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,831,024			25,831,024
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.04			0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			10,106,476			10,106,476
Basic and diluted net loss per share, Non-redeemable common stock		(0.03	)		(0.64	)		(0.67	)

Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)
Net loss	$	(37,524	)	$	(10,547,500	)	$	(10,585,024	)
Weighted average shares outstanding, basic and diluted		8,668,801			(8,668,801	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			24,921,791			24,921,791
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.00			0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			12,081,995			12,081,995
Basic and diluted net loss per share, Non-redeemable common stock		(0.02	)		(0.86	)		(0.88	)

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Net income (loss)	$	843,575		$	(17,170,000	)	$	(16,326,425	)
Weighted average shares outstanding, basic and diluted		8,672,285			(8,672,285	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,525,734			25,525,734
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.04			0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			10,411,766			10,411,766
Basic and diluted net loss per share, Non-redeemable common stock		(0.05	)		(1.68	)		(1.68	)

Statement of Operations for the Year Ended December 31, 2020 (audited)
Net loss	$	(2,630,297	)	$	(46,630,000	)	$	(49,260,297	)
Weighted average shares outstanding, basic and diluted		8,678,704			(8,678,704	)		—
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		—			25,105,895			25,105,895
Basic and diluted net income per share, Class A common stock subject to possible redemption		—			0.04			0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		—			10,831,605			10,831,605
Basic and diluted net loss per share, Non-redeemable common stock		(0.45	)		(4.09	)		(4.64	)

	As Previously Reported		Adjustments			As Restated
Statement of Cash Flows for the Six Months ended June 30, 2019 (unaudited)
Net income (loss)	$	634,539	$	(481,701	)	$	152,838
Non-cash compensation expense related to private placement warrants		—		280,000			280,000
Allocation of initial public offering costs to derivative liability		—		839,201			839,201
Initial classification of warrant liability		—		21,655,000			21,655,000
Change in fair value of warrant liability		—
Initial classification of common stock subject to possible redemption		273,048,700		(21,655,000	)		251,393,700
Change in value of common stock subject to possible redemption		636,623		637,500			1,274,123

Statement of Cash Flows for the Nine Months ended September 30, 2019 (unaudited)
Net income	$	1,755,706	$	7,640,799		$	9,396,505
Non-cash compensation expense related to private placement warrants		—		280,000			280,000
Allocation of initial public offering costs to derivative liability		—		839,201			839,201
Initial classification of warrant liability		—		21,655,000			21,655,000
Change in fair value of warrant liability		—
Initial classification of common stock subject to possible redemption		273,048,700		(21,655,000	)		251,393,700
Change in value of common stock subject to possible redemption		1,757,790		8,760,000			10,517,790

Statement of Cash Flows for the Year ended December 31, 2019 (audited)
Net income	$	2,512,971	$	3,365,799		$	5,878,770
Non-cash compensation expense related to private placement warrants		—		280,000			280,000
Allocation of initial public offering costs to derivative liability		—		839,201			839,201
Initial classification of warrant liability		—		21,655,000			21,655,000
Change in fair value of warrant liability		—
Initial classification of common stock subject to possible redemption		273,048,700		(21,655,000	)		251,393,700
Change in value of common stock subject to possible redemption		2,515,055		4,485,000			7,000,055

Statement of Cash Flows for the Three Months ended March 31, 2020 (unaudited)
Net income	$	1,024,687	$	5,343,750		$	6,368,437
Change in fair value of warrant liability		—		(5,343,750	)		(5,343,750	)
Change in value of common stock subject to possible redemption		1,024,680		5,343,750			6,368,430

	As Previously Reported			Adjustments			As Restated
Statement of Cash Flows for the Six Months ended June 30, 2020 (unaudited)
Net income (loss)	$	881,099		$	(6,622,500	)	$	(5,741,401	)
Change in fair value of warrant liability		—			6,622,500			6,622,500
Change in value of common stock subject to possible redemption		881,093			(6,622,500	)		(5,741,407	)

Statement of Cash Flows for the Nine Months ended September 30, 2020 (unaudited)
Net income (loss)	$	843,575		$	(17,170,000	)	$	(16,326,425	)
Change in fair value of warrant liability		—			17,170,000			17,170,000
Change in value of common stock subject to possible redemption		843,572			(17,170,000	)		(16,326,428	)

Statement of Cash Flows for the Year ended December 31, 2020 (audited)
Net loss	$	(2,630,297	)	$	(46,630,000	)	$	(49,260,297	)
Change in fair value of warrant liability		—			46,630,000			46,630,000
Change in value of common stock subject to possible redemption		(2,630,301	)		(46,629,997	)		(49,260,298	)