Restatement of Previously Issued Financial Statements

5 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 —Restatement of Previously Issued Financial Statements

In April 2021, the audit committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in September 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon.  As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on September 15, 2020, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on September 15, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period

Therefore, the Company, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon.

Impact of the Restatement

The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.

	As of December 31, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Balance Sheet
Total assets	$	601,885,133		$	-		$	601,885,133
Liabilities and stockholders’ equity
Total current liabilities	$	180,350		$	-		$	180,350
Deferred underwriting commissions		21,000,000			-			21,000,000
Derivative warrant liabilities		-			48,950,001			48,950,001
Total liabilities		21,180,350			48,950,001			70,130,351
Class A common stock, $0.0001 par value; shares subject to possible redemption		575,704,780			(48,950,000	)		526,754,780
Stockholders’ equity
Preferred stock- $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		243			489			732
Class B common stock - $0.0001 par value		1,500			-			1,500
Additional paid-in-capital		5,180,632			14,992,961			20,173,593
Accumulated deficit		(182,372	)		(14,993,450	)		(15,175,822	)
Total stockholders’ equity		5,000,003			-			5,000,003
Total liabilities and stockholders’ equity	$	601,885,133		$	-		$	601,885,133

	For the period from July 20, 2020 (inception) through December 31, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Statement of Operations
Loss from operations	$	(236,276	)	$	-		$	(236,276	)
Other (expense) income:
Change in fair value of derivative warrant liabilities		-			(13,646,670	)		(13,646,667	)
Financing costs – derivative warrant liabilities		-			(1,346,780	)		(1,346,780	)
Interest earned on investments held in Trust Account		53,904			-			53,904
Total other (expense) income		53,904			(14,993,450	)		(14,939,546	)
Net loss	$	(182,372	)	$	(14,993,450	)	$	(15,175,822	)
Basic and Diluted weighted-average Class A common stock outstanding		60,000,000						60,000,000
Basic and Diluted net loss per Class A share	$	-					$	-
Basic and Diluted weighted-average Class B common stock outstanding		15,000,000						15,000,000
Basic and Diluted net loss per Class B share	$	(0.01	)	$	(1.00	)	$	(1.01	)

	For the period from July 20, 2020 (inception) through December 31, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(182,372	)	$	(14,993,450	)	$	(15,175,822	)
Adjustment to reconcile net loss to net cash used in operating activities		(52,569	)		14,993,450			14,940,881
Net cash used in operating activities		(486,337	)		-			(486,337	)
Net cash used in investing activities		(600,000,000	)		-			(600,000,000	)
Net cash provided by financing activities		601,970,034			-			601,970,034

	As of September 30, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Unaudited Condensed Balance Sheet
Total assets	$	602,386,112		$	-		$	602,386,112
Liabilities and stockholders’ equity
Total current liabilities	$	576,520		$	-		$	576,520
Deferred underwriting commissions		21,000,000			-			21,000,000
Derivative warrant liabilities		-			35,103,330			35,103,330
Total liabilities		21,576,520			35,103,330			56,679,850
Class A common stock, $0.0001 par value; shares subject to possible redemption		575,809,590			(35,103,330	)		540,706,260
Stockholders’ equity
Preferred stock- $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		242			351			593
Class B common stock - $0.0001 par value		1,500			-			1,500
Additional paid-in-capital		5,075,823			1,146,429			6,222,252
Accumulated deficit		(77,563	)		(1,146,780	)		(1,224,343	)
Total stockholders’ equity		5,000,002			-			5,000,002
Total liabilities and stockholders’ equity	$	602,386,112		$	-		$	602,386,112

	For the period from July 20, 2020 (inception) through September 30, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Unaudited Condensed Statement of Operations
Loss from operations	$	(77,563	)	$	-		$	(77,563	)
Other (expense) income:
Fair value adjustment on derivative warrant liabilities		-			200,000			200,000
Financing costs – derivative warrant liabilities		-			(1,346,780	)		(1,346,780	)
Interest earned on investments held in Trust Account		-			-			-
Total other (expense) income		-			(1,146,780	)		(1,146,780	)
Net loss	$	(77,563	)	$	(1,146,780	)	$	(1,224,343	)
Basic and Diluted weighted-average Class A common stock outstanding		60,000,000						60,000,000
Basic and Diluted net loss per Class A share	$	-					$	-
Basic and Diluted weighted-average Class B common stock outstanding		15,000,000						15,000,000
Basic and Diluted net loss per Class B share	$	(0.01	)	$	0.02		$	(0.08	)

	For the period from July 20, 2020 (inception) through September 30, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Unaudited Condensed Statement of Cash Flows
Net loss	$	(77,563	)	$	(1,146,780	)	$	(1,224,343	)
Adjustment to reconcile net loss to net cash used in operating activities		1,335			1,146,780			1,148,115
Net cash used in operating activities		(3,490	)		-			(3,490	)
Net cash used in investing activities		(600,000,000	)		-			(600,000,000	)
Net cash provided by financing activities		601,990,820			-			601,990,820

In addition, the impact to the balance sheet dated September 15, 2020, filed on Form 8-K on September 21, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $35.3 million increase to the derivative warrant liabilities line item at September 15, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date.