Restatement of Previously Issued Financial Statements

5 Months Ended

Dec. 31, 2020

Spartacus Acquisition Corp [Member]

Restatement of Previously Issued Financial Statements [Line Items]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

The Company previously accounted for its outstanding warrants 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 or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, 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. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s ordinary shares 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 the tender offer provision included in the warrant agreement fails the “classified in shareholders’ 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 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 operating expenses, cash flows or cash.

	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 19, 2020 (audited)
Warrant liability	$	—		$	20,037,500		$	20,037,500
Class A common stock subject to possible redemption		192,286,166			(20,037,500	)		172,248,666
Class A common stock		106			197			303
Additional paid-in-capital		5,002,442			604,409			5,606,851
Accumulated deficit		(3,122	)		(604,606	)		(607,728	)
Balance sheet as of December 31, 2020 (audited)
Warrant liability	$	—		$	23,012,500		$	23,012,500
Class A common stock subject to possible redemption		192,104,523			(23,012,491	)		169,092,032
Class A common stock		107			227			334
Additional paid-in-capital		5,153,561			3,579,370			8,732,931
Accumulated deficit		(154,158	)		(3,579,606	)		(3,733,764	)
Stockholders’ equity		5,000,010			(9	)		5,000,001
Statement of operations for the period from August 20, 2020 (inception) to December 31, 2020 (audited)
Formation and operating costs	$	183,140		$	604,606		$	787,746
Change in fair value of warrant liability		—		$	(2,975,000	)	$	(2,975,000	)
Net loss		(154,158	)		(3,579,606	)		(3,733,764	)
Basic and diluted weighted-average shares outstanding, Class A common shares subject to possible redemption		9,670,943			(1,007,777	)		8,663,166
Basic and diluted weighted-average shares outstanding, Class A and Class B common stock		5,538,847			1,007,777			6,546,624
Basic and diluted net loss per share		(0.03	)		—			(0.57	)
Statement of changes in stockholders’ equity for the period from August 10, 2020 (inception) through December 31, 2020
Class A common stock shares		1,073,446			2,267,240			3,340,686
Class A common stock amount		107			227			334
Additional paid-in-capital		5,153,561			3,579,370			8,732,931
Accumulated deficit		(154,158	)		(3,579,606	)		(3,733,764	)
Total stockholders’ equity		5,000,010			(9	)		5,000,001
Statement of cash flows for the period from August 10, 2020 (inception) to December 31, 2020
Net loss	$	(154,158	)	$	(3,579,606	)	$	(3,733,764	)
Change in fair value of warrant liability		—			2,975,000			2,975,000
Transaction costs allocated to warrant liability		—			604,606			604,606
Initial classification of warrant liability		—			20,037,500			20,037,500
Initial value of Class A common stock subject to possible redemption		192,286,166			(20,037,500	)		172,248,666
Change in value of Class A common stock subject to possible redemption		(181,643	)		3,338,277			3,156,634