In June 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 October 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 issuance on October 29, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. 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 sheets and the statements 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 October 29, 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 year ended December 31, 2020 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.

The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period 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 Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	346,090,177		$	-		$	346,090,177
Liabilities and stockholders’ equity
Total current liabilities	$	190,137		$	-		$	190,137
Deferred underwriting commissions		12,075,000			-			12,075,000
Derivative warrant liabilities		-			43,409,000			43,409,000
Total liabilities		12,265,137			43,409,000			55,674,137
Class A common stock, $0.0001 par value; shares subject to possible redemption		328,825,030			(43,409,000	)		285,416,030
Stockholders’ equity
Preferred stock- $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		162			434			596
Class B common stock - $0.0001 par value		863			-			863
Additional paid-in-capital		5,243,708			17,182,506			22,426,214
Accumulated deficit		(244,723	)		(17,182,940	)		(17,427,663	)
Total stockholders’ equity		5,000,010			-			5,000,010
Total liabilities and stockholders’ equity	$	346,090,177		$	-		$	346,090,177

	Period From September 1, 2020 (Inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(248,295	)	$	(593,330	)	$	(841,625	)
Other (expense) income:
Change in fair value of derivative warrant liabilities		-			(15,515,670	)		(15,515,670	)
Financing costs - derivative warrant liabilities		-			(1,073,940	)		(1,073,940	)
Income from investments held in Trust Account		3,572			-			3,572
Total other (expense) income		3,572			(16,589,610	)		(16,586,038	)
Net loss	$	(244,723	)	$	(17,182,940	)	$	(17,427,663	)
Basic and Diluted weighted-average Class A common stock outstanding		32,910,507			(2,813,576	)		30,096,931
Basic and Diluted net loss per Class A common shares	$	-					$	-
Basic and Diluted weighted-average Class B common stock outstanding		8,959,895			1,513,184			10,473,079
Basic and Diluted net loss per Class B common shares	$	(0.03	)	$	(1.63	)	$	(1.66	)

	Period From September 1, 2020 (Inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(244,723	)	$	(17,182,940	)	$	(17,427,663	)
Adjustments to reconcile net loss to net cash used in operating activities		(3,572	)		17,182,940			17,179,368
Net cash used in operating activities		(579,288	)		-			(579,288	)
Net cash used in investing activities		(345,000,000	)		-			(345,000,000	)
Net cash provided by financing activities		346,217,113			-			346,217,113
Net change in cash	$	637,825		$	-		$	637,825

In addition, the impact to the balance sheet dated October 29, 2020, filed on Form 8-K on November 4, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $27.8 million increase to the derivative warrant liabilities line item at October 29, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item, as well as an increase of $1.7 million to additional paid-in capital and a decrease to accumulated deficit of $1.7 million. There was no change to total stockholders’ equity at the reported balance sheet date.