Revision of Prior Period Financial Statements

3 Months Ended

Mar. 31, 2021

Revision Of Prior Period Financial Statements Tabl [Abstract]

Revision of Prior Period Financial Statements

Note 2 – Revision of Prior Period Financial Statements

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for its Public Warrants and Private Warrants (collectively, the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity, since the Private Warrants meet the definition of a derivative under ASC 815-40. The identified errors impacted the Company’s 2020 annual financial statements, Form 8-K filing on December 30, 2020 containing the IPO balance sheet as of December 23, 2020. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 8-K report, but that correcting the cumulative impact of such errors would be significant to our statement of operations for the three months ended March 31, 2021. Accordingly, the Company has corrected such immaterial errors by adjusting its December 23, 2020 and December 31, 2020 balance sheets and classified the Private Warrants as liabilities on the balance sheets at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item.

As of December 23, 2020	As Reported			Adjustment			As Adjusted
Revised Balance Sheet
Warrant Liabilities	$	-		$	574,676		$	574,676
Total Liabilities		-			574,676			574,676
Shares Subject to Possible Redemption		135,094,307			(574,679	)		134,519,628
Common Stock		479			6			485
Additional Paid in Capital		5,007,859			(3	)		5,007,856
Accumulated Deficit		(8,330	)		-			(8,330	)
Total Stockholders’ Equity	$	5,000,008		$	3		$	5,000,011

As of December 31, 2020	As Reported			Adjustment			As Adjusted
Revised Balance Sheet
Warrant Liabilities	$	-		$	580,860		$	580,860
Total Liabilities		303,738			580,860			884,598
Shares Subject to Redemption		134,983,359			(580,871	)		134,402,488
Common Stock		480			6			486
Additional Paid in Capital		5,118,821			6,189			5,125,010
Accumulated Deficit		(119,298	)		(6,184	)		(125,482	)
Total Stockholders’ Equity	$	5,000,003		$	11		$	5,000,014

For the Year Ended December 31, 2020	As Reported			Adjustment			As Adjusted
Revised Statement of Operations
Other income (expense):
Change in fair value of warrant liabilities		-			(6,184	)		(6,184	)
Total other income (expense)		3,247			(6,184	)		(2,937	)
Net loss	$	(115,544	)	$	(6,184	)	$	(121,728	)
Weighted average shares outstanding, basic and diluted		4,198,081			-			4,198,081
Basic and diluted net loss per share	$	(0.03	)	$	(0.00	)	$	(0.03	)

For the Year Ended December 31, 2020	As Reported			Adjustment			As Adjusted
Revised Statement of Cash Flows
Net loss	$	(115,544	)	$	(6,184	)	$	(121,728	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liabilities		-			6,184			6,184
Supplemental Non-cash financing activities disclosure
Initial value of warrant liabilities	$	-		$	574,676		$	574,676
Initial value of Common stock subject to possible redemption	$	135,094,307		$	574,679		$	134,519,628
Change in value of Common stock subject to possible redemption	$	(110,948	)	$	(6,192	)	$	(117,140	)