NOTE 2. CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED 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, we re-evaluated the accounting for Warrants (as defined in Note 4) and FPAs (as defined in Note 7) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Warrants and FPAs meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and FPAs as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date.

The Company's prior accounting treatment for the Warrants and FPAs was equity classification rather than as derivative liabilities. Accounting for the Warrants and FPAs as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and FPAs to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and FPAs in the Company's financial statements included herein (“Restatement”).

The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO.


	As of
	December 31, 2020
	As Reported		As Restated		Difference
Balance Sheet
Warrant liability	$	—	$	127,388,332	$	127,388,332
FPA liability		—		54,277,110		54,277,110
Total Liabilities		39,352,979		221,018,421		181,665,442
Class A common stock subject to possible redemption		992,218,500		810,553,063		(181,665,437)
Class A common stock, $0.0001 par value		428		2,244		1,816
Additional paid-in capital		7,553,530		119,427,819		111,874,289
Accumulated deficit		(2,556,540)		(114,432,650)		(111,876,110)
Total Stockholder’s Equity		5,000,006		5,000,001		(5)


	For the Period from March 26, 2020
	Through December 31, 2020
	As Reported		As Restated		Difference
Statements of Operations
Loss on change in fair value of warrant liability	$	—	$	(57,599,000)	$	(57,599,000)
Loss on change in fair value of FPA liability		—		(54,277,110)		(54,277,210)
Loss before provision for income taxes		(2,408,845)		(114,284,955)		(111,876,110)
Net loss	$	(2,556,540)	$	(114,432,650)	$	(111,876,110)
Per Share Data:
Basic and diluted net loss per share, Class B	$	(0.12)	$	(4.44)	$	(4.32)


	As of
	September 30, 2020
	As Reported		As Restated		Difference
Balance Sheet
Warrant liability	$	—	$	112,927,999	$	112,927,999
FPA liability		—		35,392,825		35,392,825
Total Liabilities		36,454,065		184,774,889		148,320,824
Class A common stock subject to possible redemption		994,929,100		846,608,276		(148,320,824)
Class A common stock, $0.0001 par value		401		1,884		1,483
Additional paid-in capital		4,842,957		83,372,965		78,530,008
Retained earnings (accumulated deficit)		154,057		(78,377,434)		(78,531,491)


	Three Months Ended						For the Period from March 26, 2020
	September 30, 2020						Through September 30, 2020
	As Reported		As Restated		Difference		As Reported		As Restated		Difference
Statements of Operations
Loss on change in fair value of warrant liability	$	—	$	(31,033,000)	$	(31,033,000)	$	—	$	(43,138,666)	$	(43,138,666)
Loss on change in fair value of FPA liability		—		(16,482,904)		(16,482,904)		—		(35,392,825)		(35,392,825)
Income (loss) before provision for income taxes		228,054		(47,287,850)		(47,515,904)		242,106		(78,289,385)		(78,531,491)
Net income (loss)		155,641		(47,360,263)		(47,515,904)		154,057		(78,377,434)		(78,531,491)
Per Share Data:
Basic and diluted net less per share, Class B		—		(1.84)		(1.84)	$	(0.01)	$	(3.04)		(3.03)


	As of
	June 30, 2020
	As Reported		As Restated		Difference
Balance Sheet
Warrant liability	$	—	$	81,894,999	$	81,894,999
FPA liability		—		18,909,921		18,909,921
Total Liabilities		36,949,650		137,754,569		100,804,919
Class A common stock subject to possible redemption		994,773,460		893,968,540		(100,804,920)
Class A common stock, $0.0001 par value		402		1,410		1,008
Additional paid-in capital		4,998,596		36,013,175		36,014,579
Accumulated deficit		(1,584)		(31,017,172)		(31,015,588)


	Three Months Ended						For the Period from March 26, 2020
	June 30, 2020						Through June 30, 2020
	As Reported		As Restated		Difference		As Reported		As Restated		Difference
Statements of Operations
Loss on change in value of warrant liability	$	—	$	(12,105,667)	$	(12,105,667)	$	—	$	(12,105,667)	$	(12,105,667)
Loss on change in fair value of FPA liability		—		(18,909,921)		(18,909,921)		—		(18,909,921)		(18,909,921)
Income (loss) before provision for income taxes		15,011		(31,000,577)		(31,015,588)		14,052		(31,001,536)		(31,015,588)
Net loss	$	(625)	$	(31,016,213)	$	(31,015,588)	$	(1,584)	$	(31,017,172)	$	(31,015,588)
Per Share Data:
Basic and diluted net less per share, Class B	$	—	$	(1.20)	$	(1.20)	$	—	$	(1.20)	$	(1.20)


	As of
	May 29, 2020
	As Reported		As Restated		Difference
Balance Sheet
Warrant liability	$	—	$	69,789,333	$	69,789,333
Total Liabilities		36,881,502		106,670,835		69,789,333
Class A common stock subject to possible redemption		994,768,320		924,978,987		(69,789,333)
Class A common stock, $0.0001 par value		402		1,100		698
Additional Paid in Capital		5,003,736		5,003,038		(698)

Total operating, investing and financing cash flows for all periods herein and in all previous interim periods were not impacted by the Restatement.