Restatement of Previously Issued Financial Statements

4 Months Ended

Dec. 31, 2020

Accounting Changes and Error Corrections [Abstract]

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 (collectively, with the Public Warrants, the “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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, 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, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock 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, concluded that the tender offer provision fails the “classified in stockholders’ 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 as well as re-evaluate the treatment of the warrants (as of December 22, 2020 and as of and for the period from August 24, 2020 (inception) through December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

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 investments held in trust, operating expenses, cash flows or cash.

	As Previously Reported			Adjustments			As Restated
Balance sheet as of December 22, 2020 (audited)
Total Liabilities	$	12,713,045		$	28,765,000		$	41,478,045
Common Shares Subject to Possible Redemption		329,318,370			(28,765,000	)		300,553,370
Class A Common Shares		157			287			444
Additional Paid-in Capital		4,999,404			1,959,112			6,958,516
Accumulated Deficit		(422	)		(1,959,399	)		(1,959,821	)
Total Stockholders’ Equity		5,000,002			—			5,000,002
Number of common shares subject to possible redemption		32,931,837			(2,876,500	)		30,055,337
Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	12,146,510		$	37,394,500		$	49,541,010
Common Shares Subject to Possible Redemption		329,397,070			(37,394,500	)		292,002,570
Class A Common Shares		156			374			530
Additional Paid-in Capital		5,071,205			10,588,525			15,659,730
Accumulated Deficit		(72,214	)		(10,588,899	)		(10,661,113	)
Total Shareholders’ Equity		5,000,010			—			5,000,010
Number of common shares subject to possible redemption		32,939,707			(3,739,450	)		29,200,257
Statement of Operations for period from August 24, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(72,214	)	$	(10,588,899	)	$	(10,661,113	)
Weighted average shares outstanding of Class A common stock subject to possible redemption		32,939,707			(3,739,450	)		29,200,257
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	—			—		$	—
Weighted average shares outstanding of Class A and Class B shares outstanding, non-redeemable common stock		7,703,089			282,816			7,985,905
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.01	)		(1.32	)	$	(1.33	)
Statement of Cash Flows for period from August 24, 2020 (inception) to December 31, 2020 (audited)
Net loss		(72,214	)		(10,588,899	)		(10,661,113	)
Change in fair value of warrant liability		—			8,269,500			8,269,500
Fair value of warrant liability in excess of proceeds received in Private Placement		—			890,000			890,000
Transaction costs associated with warrant liability		—			1,069,399			1,069,399
Non-cash investing and financing activities
Initial classification of Class A common stock subject to possible redemption		329,397,070			(28,843,700	)		300,553,370
Change in value of common shares subject to redemption		—			(8,550,800	)		(8,550,800	)