Restatement Of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

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 year 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. (See Notes 4, 6, 9, 10 and 12).

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 operating expenses or cash.


	As Previously Reported			Adjustments			As Restated
Balance sheet as of November 5, 2019 (audited)
Total Liabilities	$	9,625,000		$	13,037,500		$	22,662,500
Warrant Liabilities		—			13,037,500			13,037,500
Class A Common Stock Subject to Possible Redemption		261,728,500			(13,037,500	)		248,691,000
Class A Common Stock		133			130			263
Additional Paid-in Capital		5,016,450			491,371			5,507,821
Accumulated Deficit		(17,365	)		(491,501	)		(508,866	)
Total Stockholders’ Equity		5,000,009			—			5,000,009

Number of Class A common stock subject to redemption		26,172,850			(1,303,750	)		24,869,100
Balance sheet as of December 31, 2019 (audited)
Total Liabilities	$	11,345,118		$	21,807,000		$	33,152,118
Warrant Liabilities		—			21,807,000			21,807,000
Class A Common Stock Subject to Possible Redemption		301,900,836			(21,807,000	)		280,093,836
Class A Common Stock		148			217			365
Additional Paid-in Capital		4,650,349			7,560,356			12,210,705
(Accumulated Deficit) Retained Earnings		348,716			(7,560,573	)		(7,211,857	)
Total Stockholders’ Equity		5,000,004			—			5,000,004

Number of Class A common stock subject to redemption		30,142,702			(2,177,278	)		27,965,424

Balance sheet as of March 31, 2020 (unaudited)
Total Liabilities	$	11,569,881		$	16,413,500		$	27,983,381
Warrant Liabilities		—			16,413,500			16,413,500
Class A Common Stock Subject to Possible Redemption		302,949,785			(16,413,500	)		286,536,285
Class A Common Stock		150			163			313
Additional Paid-in Capital		3,601,398			2,166,910			5,768,308
(Accumulated Deficit) Retained Earnings		1,397,670			(2,167,073	)		(769,403	)
Total Stockholders’ Equity		5,000,009			—			5,000,009

Number of Class A common stock subject to redemption		30,120,192			(1,631,880	)		28,488,312

Balance sheet as of June 30, 2020 (unaudited)
Total Liabilities	$	11,436,321		$	25,427,625		$	36,863,946
Warrant Liabilities		—			25,427,625			25,427,625
Class A Common Stock Subject to Possible Redemption		302,835,347			(25,427,625	)		277,407,722
Class A Common Stock		150			253			403
Additional Paid-in Capital		3,715,836			11,180,945			14,896,781
(Accumulated Deficit) Retained Earnings		1,283,227			(11,181,198	)		(9,897,971	)
Total Stockholders’ Equity		5,000,004			—			5,000,004

Number of Class A common stock subject to redemption		30,119,559			(2,528,994	)		27,590,565

Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	12,941,784		$	34,042,250		$	46,984,034
Warrant Liabilities		—			34,042,250			34,042,250
Class A Common Stock Subject to Possible Redemption		300,966,968			(34,042,250	)		266,924,718
Class A Common Stock		171			338			509
Additional Paid-in Capital		5,584,194			19,795,485			25,379,679
Accumulated Deficit		(585,146	)		(19,795,823	)		(20,380,969	)
Total Stockholders’ Equity		5,000,010			—			5,000,010

Number of Class A common stock subject to redemption		29,908,965			(3,382,991	)		26,525,974

Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	13,226,713		$	35,731,875		$	48,958,588
Warrant Liabilities		—			35,731,875			35,731,875
Class A Common Stock Subject to Possible Redemption		300,560,310			(35,731,875	)		264,828,435
Class A Common Stock		175			355			530
Additional Paid-in Capital		5,990,848			21,485,093			27,475,941
Accumulated Deficit		(991,805	)		(21,485,448	)		(22,477,253	)
Total Stockholders’ Equity		5,000,009			—			5,000,009

Number of Class A common stock subject to redemption		29,866,487			(3,550,654	)		26,315,833
Statement of operations for Year ended December 31, 2019 (audited)
Net income (loss)	$	350,893		$	(7,560,573	)	$	(7,209,680	)
Transaction Costs		—			(560,698	)		(560,698	)
Change in fair value of warrant liabilities		—			(6,999,875	)		(6,999,875	)
Weighted average shares outstanding of Class A redeemable common stock		29,584,814			(1,455,432	)		28,129,383
Basic and diluted net income per share, Class A redeemable common stock		0.02			—			0.02
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		7,591,097			223,299			7,814,396
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.02	)		(0.96	)		(0.98	)

Statement of operations for Three months ended March 31, 2020 (unaudited)
Net loss	$	1,048,954		$	5,393,500		$	6,442,454
Change in fair value of warrant liabilities		—			5,393,500			5,393,500
Weighted average shares outstanding of Class A redeemable common stock		30,120,192			(2,177,278	)		27,965,424
Basic and diluted net income per share, Class A redeemable common stock		0.00			—			0.00
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,388,548			2,177,278			11,565,826
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock		(0.02	)		0.48			0.46

Statement of operations for Three months ended June 30, 2020 (unaudited)
Net loss	$	(114,443	)	$	(9,014,125	)	$	(9,128,568	)
Change in fair value of warrant liabilities		—			(9,014,125	)		(9,014,125	)
Weighted average shares outstanding of Class A redeemable common stock		30,119,559			(1,631,880	)		28,488,312
Basic and diluted net income per share, Class A redeemable common stock		0.00			—			0.00
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,411,058			1,631,880			11,042,938
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.02	)		(0.81	)		(083	)

Statement of operations for Six months ended June 30, 2020 (unaudited)
Net loss	$	934,511		$	(3,620,625	)	$	(2,686,114	)
Change in fair value of warrant liabilities		—			(3,620,625	)		(3,620,625	)
Weighted average shares outstanding of Class A redeemable common stock		30,131,447			(1,904,579	)		28,226,868
Basic and diluted net income per share, Class A redeemable common stock		0.00			—			0.00
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,399,803			1,904,579			11,304,382
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.03	)		(0.31	)		(0.34	)

Statement of operations for Three months ended September 30, 2020 (unaudited)
Net loss	$	(1,868,373	)	$	(8,614,625	)	$	(10,482,998	)
Change in fair value of warrant liabilities		—			(8,614,625	)		(8,614,625	)
Weighted average shares outstanding of Class A redeemable common stock		29,908,965			(2,528,994	)		27,590,565
Basic and diluted net income per share, Class A redeemable common stock		0.00			—			0.00
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,411,691			2,528,994			11,940,685
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.21	)		(0.67	)		(0.88	)

Statement of operations for Nine months ended September 30, 2020 (unaudited)
Net loss	$	(933,862	)	$	(12,235,250	)	$	(13,169,112	)
Change in fair value of warrant liabilities		—			(12,235,250	)		(12,235,250	)
Weighted average shares outstanding of Class A redeemable common stock		30,127,455			(2,114,237	)		28,013,219
Basic and diluted net income per share, Class A redeemable common stock		0.00			—			0.00
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,403,795			2,114,237			11,518,031
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.25	)		(1.00	)		(1.25	)

Statement of operations for Year ended December 31, 2020 (audited)
Net loss	$	(1,340,521	)	$	(13,924,875	)	$	(15,265,396	)
Change in fair value of warrant liabilities		—			(13,924,875	)		(13,924,875	)
Weighted average shares outstanding of Class A redeemable common stock		22,578,037			5,061,339			27,639,376
Basic and diluted net income per share, Class A redeemable common stock		0.06			(0.01	)		0.05
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		9,458,716			2,433,158			11,891,874
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.29	)		(1.10	)		(1.39	)

Statements of Cash Flows for Year ended December 31, 2019 (audited)
Net loss	$	350,893		$	(7,560,573	)	$	(7,209,680	)
Transaction costs allocable to warrant liabilities		—			560,698			560,698
Change in fair value of warrant liabilities		—			6,999,875			6,999,875

Statements of Cash Flows for Period ended March 31, 2020 (audited)
Net loss	$	1,048,954		$	5,393,500		$	6,442,454
Change in fair value of warrant liabilities		—			(5,393,500	)		(5,393,500	)

Statements of Cash Flows for six months ended June 30, 2020 (audited)
Net loss	$	934,511		$	(3,620,625	)	$	(2,686,114	)
Change in fair value of warrant liabilities		—			3,620,625			3,620,625

Statements of Cash Flows for nine months ended September 30, 2020 (audited)
Net loss	$	(933,862	)	$	(12,235,250	)	$	(13,169,112	)
Change in fair value of warrant liabilities		—			12,235,250			12,235,250

Statements of Cash Flows for Year ended December 31, 2020 (audited)
Net loss	$	(1,340,521	)	$	(13,924,875	)	$	(15,265,396	)
Change in fair value of warrant liabilities		—			13,924,875			13,924,875