| 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 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 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”). In connection with the audit of the Company’s financial statements for the year ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC 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 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 and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC because the holder of the instrument is not an input into the pricing of a option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC 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 ( S ee Notes 4, 6, 9, 10 and 12). 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 or cash.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As
Previously
Reported
|
|
|
Adjustments |
|
|
As
Restated
|
|
Balance sheet as of November 5, 2019 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,625,000 |
|
|
$ |
13,037,500 |
|
|
$ |
22,662,500 |
|
|
|
|
— |
|
|
|
13,037,500 |
|
|
|
13,037,500 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
261,728,500 |
|
|
|
(13,037,500 |
) |
|
|
248,691,000 |
|
|
|
|
133 |
|
|
|
130 |
|
|
|
263 |
|
Additional Paid-in Capital |
|
|
5,016,450 |
|
|
|
491,371 |
|
|
|
5,507,821 |
|
|
|
|
(17,365 |
) |
|
|
(491,501 |
) |
|
|
(508,866 |
) |
Total Stockholders’ Equity |
|
|
5,000,009 |
|
|
|
— |
|
|
|
5,000,009 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
26,172,850 |
|
|
|
(1,303,750 |
) |
|
|
24,869,100 |
|
| |
|
|
|
Balance sheet as of December 31, 2019 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,345,118 |
|
|
$ |
21,807,000 |
|
|
$ |
33,152,118 |
|
|
|
|
— |
|
|
|
21,807,000 |
|
|
|
21,807,000 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
301,900,836 |
|
|
|
(21,807,000 |
) |
|
|
280,093,836 |
|
|
|
|
148 |
|
|
|
217 |
|
|
|
365 |
|
Additional Paid-in Capital |
|
|
4,650,349 |
|
|
|
7,560,356 |
|
|
|
12,210,705 |
|
(Accumulated Deficit) Retained Earnings |
|
|
348,716 |
|
|
|
(7,560,573 |
) |
|
|
(7,211,857 |
) |
Total Stockholders’ Equity |
|
|
5,000,004 |
|
|
|
— |
|
|
|
5,000,004 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
30,142,702 |
|
|
|
(2,177,278 |
) |
|
|
27,965,424 |
|
| |
|
|
|
Balance sheet as of March 31, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,569,881 |
|
|
$ |
16,413,500 |
|
|
$ |
27,983,381 |
|
|
|
|
— |
|
|
|
16,413,500 |
|
|
|
16,413,500 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
302,949,785 |
|
|
|
(16,413,500 |
) |
|
|
286,536,285 |
|
|
|
|
150 |
|
|
|
163 |
|
|
|
313 |
|
Additional Paid-in Capital |
|
|
3,601,398 |
|
|
|
2,166,910 |
|
|
|
5,768,308 |
|
(Accumulated Deficit) Retained Earnings |
|
|
1,397,670 |
|
|
|
(2,167,073 |
) |
|
|
(769,403 |
) |
Total Stockholders’ Equity |
|
|
5,000,009 |
|
|
|
— |
|
|
|
5,000,009 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
30,120,192 |
|
|
|
(1,631,880 |
) |
|
|
28,488,312 |
|
| |
|
|
|
Balance sheet as of June 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,436,321 |
|
|
$ |
25,427,625 |
|
|
$ |
36,863,946 |
|
|
|
|
— |
|
|
|
25,427,625 |
|
|
|
25,427,625 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
302,835,347 |
|
|
|
(25,427,625 |
) |
|
|
277,407,722 |
|
|
|
|
150 |
|
|
|
253 |
|
|
|
403 |
|
Additional Paid-in Capital |
|
|
3,715,836 |
|
|
|
11,180,945 |
|
|
|
14,896,781 |
|
(Accumulated Deficit) Retained Earnings |
|
|
1,283,227 |
|
|
|
(11,181,198 |
) |
|
|
(9,897,971 |
) |
Total Stockholders’ Equity |
|
|
5,000,004 |
|
|
|
— |
|
|
|
5,000,004 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
30,119,559 |
|
|
|
(2,528,994 |
) |
|
|
27,590,565 |
|
| |
|
|
|
Balance sheet as of September 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,941,784 |
|
|
$ |
34,042,250 |
|
|
$ |
46,984,034 |
|
|
|
|
— |
|
|
|
34,042,250 |
|
|
|
34,042,250 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
300,966,968 |
|
|
|
(34,042,250 |
) |
|
|
266,924,718 |
|
|
|
|
171 |
|
|
|
338 |
|
|
|
509 |
|
Additional Paid-in Capital |
|
|
5,584,194 |
|
|
|
19,795,485 |
|
|
|
25,379,679 |
|
|
|
|
(585,146 |
) |
|
|
(19,795,823 |
) |
|
|
(20,380,969 |
) |
Total Stockholders’ Equity |
|
|
5,000,010 |
|
|
|
— |
|
|
|
5,000,010 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
29,908,965 |
|
|
|
(3,382,991 |
) |
|
|
26,525,974 |
|
| |
|
|
|
Balance sheet as of December 31, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,226,713 |
|
|
$ |
35,731,875 |
|
|
$ |
48,958,588 |
|
|
|
|
— |
|
|
|
35,731,875 |
|
|
|
35,731,875 |
|
Class A Common Stock Subject to Possible Redemption |
|
|
300,560,310 |
|
|
|
(35,731,875 |
) |
|
|
264,828,435 |
|
|
|
|
175 |
|
|
|
355 |
|
|
|
530 |
|
Additional Paid-in Capital |
|
|
5,990,848 |
|
|
|
21,485,093 |
|
|
|
27,475,941 |
|
|
|
|
(991,805 |
) |
|
|
(21,485,448 |
) |
|
|
(22,477,253 |
) |
Total Stockholders’ Equity |
|
|
5,000,009 |
|
|
|
— |
|
|
|
5,000,009 |
|
| |
|
|
|
Number of Class A common stock subject to redemption |
|
|
29,866,487 |
|
|
|
(3,550,654 |
) |
|
|
26,315,833 |
|
Statement of Operations for Year ended December 31, 2019 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
350,893 |
|
|
$ |
(7,560,573 |
) |
|
$ |
(7,209,680 |
) |
|
|
|
— |
|
|
|
(560,698 |
) |
|
|
(560,698 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(6,999,875 |
) |
|
|
(6,999,875 |
) |
Weighted average shares outstanding of Class A redeemable common stock |
|
|
29,584,814 |
|
|
|
(1,455,432 |
) |
|
|
28,129,383 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.02 |
|
|
|
— |
|
|
|
0.02 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
7,591,097 |
|
|
|
223,299 |
|
|
|
7,814,396 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.02 |
) |
|
|
(0.96 |
) |
|
|
(0.98 |
) |
| |
|
|
|
Statement of Operations for Three months ended March 31, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,048,954 |
|
|
$ |
5,393,500 |
|
|
$ |
6,442,454 |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
5,393,500 |
|
|
|
5,393,500 |
|
Weighted average shares outstanding of Class A redeemable common stock |
|
|
30,120,192 |
|
|
|
(2,177,278 |
) |
|
|
27,965,424 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.00 |
|
|
|
— |
|
|
|
0.00 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,388,548 |
|
|
|
2,177,278 |
|
|
|
11,565,826 |
|
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock |
|
|
(0.02 |
) |
|
|
0.48 |
|
|
|
0.46 |
|
| |
|
|
|
Statement of Operations for Three months ended June 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(114,443 |
) |
|
$ |
(9,014,125 |
) |
|
$ |
(9,128,568 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(9,014,125 |
) |
|
|
(9,014,125 |
) |
| |
|
|
|
Weighted average shares outstanding of Class A redeemable common stock |
|
|
30,119,559 |
|
|
|
(1,631,880 |
) |
|
|
28,488,312 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.00 |
|
|
|
— |
|
|
|
0.00 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,411,058 |
|
|
|
1,631,880 |
|
|
|
11,042,938 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.02 |
) |
|
|
(0.81 |
) |
|
|
(0 . 83 |
) |
| |
|
|
|
Statement of Operations for Six months ended June 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
934,511 |
|
|
$ |
(3,620,625 |
) |
|
$ |
(2,686,114 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(3,620,625 |
) |
|
|
(3,620,625 |
) |
Weighted average shares outstanding of Class A redeemable common stock |
|
|
30,131,447
|
|
|
|
(1,904,579 |
) |
|
|
28,226,868 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.00 |
|
|
|
— |
|
|
|
0.00 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,399,803 |
|
|
|
1,904,579 |
|
|
|
11,304,382 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.03 |
) |
|
|
(0.31 |
) |
|
|
(0.34 |
) |
| |
|
|
|
Statement of Operations for Three months ended September 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,868,373 |
) |
|
$ |
(8,614,625 |
) |
|
$ |
(10,482,998 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(8,614,625 |
) |
|
|
(8,614,625 |
) |
Weighted average shares outstanding of Class A redeemable common stock |
|
|
29,908,965 |
|
|
|
(2,528,994 |
) |
|
|
27,590,565 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.00 |
|
|
|
— |
|
|
|
0.00 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,411,691 |
|
|
|
2,528,994 |
|
|
|
11,940,685 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.21 |
) |
|
|
(0.67 |
) |
|
|
(0.88 |
) |
| |
|
|
|
Statement of Operations for Nine months ended September 30, 2020 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(933,862 |
) |
|
$ |
(12,235,250 |
) |
|
$ |
(13,169,112 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(12,235,250 |
) |
|
|
(12,235,250 |
) |
Weighted average shares outstanding of Class A redeemable common stock |
|
|
30,127,455 |
|
|
|
(2,114,237 |
) |
|
|
28,013,219 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.00 |
|
|
|
— |
|
|
|
0.00 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,403,795 |
|
|
|
2,114,237 |
|
|
|
11,518,031 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.25 |
) |
|
|
(1.00 |
) |
|
|
(1.25 |
) |
| |
|
|
|
Statement of Operations for Year ended December 31, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,340,521 |
) |
|
$ |
(13,924,875 |
) |
|
$ |
(15,265,396 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(13,924,875 |
) |
|
|
(13,924,875 |
) |
Weighted average shares outstanding of Class A redeemable common stock |
|
|
22,578,037 |
|
|
|
5,061,339 |
|
|
|
27,639,376 |
|
Basic and diluted net income per share, Class A redeemable common stock |
|
|
0.06 |
|
|
|
(0.01 |
) |
|
|
0.05 |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common stock |
|
|
9,458,716 |
|
|
|
2,433,158 |
|
|
|
11,891,874 |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
|
|
(0.29 |
) |
|
|
(1.10 |
) |
|
|
(1.39 |
) |
| |
|
|
|
Statements of Cash Flows for Year ended December 31, 2019 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
350,893 |
|
|
$ |
(7,560,573 |
) |
|
$ |
(7,209,680 |
) |
Transaction costs allocable to warrant liabilities |
|
|
— |
|
|
|
560,698 |
|
|
|
560,698 |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
6,999,875 |
|
|
|
6,999,875 |
|
| |
|
|
|
Statements of Cash Flows for Period ended March 31, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,048,954 |
|
|
$ |
5,393,500 |
|
|
$ |
6,442,454 |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(5,393,500 |
) |
|
|
(5,393,500 |
) |
| |
|
|
|
Statements of Cash Flows for six months ended June 30, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
934,511 |
|
|
$ |
(3,620,625 |
) |
|
$ |
(2,686,114 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
3,620,625 |
|
|
|
3,620,625 |
|
Statements of Cash Flows for nine months ended September 30, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(933,862 |
) |
|
$ |
(12,235,250 |
) |
|
$ |
(13,169,112 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
12,235,250 |
|
|
|
12,235,250 |
|
Statements of Cash Flows for Year ended December 31, 2020 (audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,340,521 |
) |
|
$ |
(13,924,875 |
) |
|
$ |
(15,265,396 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
13,924,875 |
|
|
|
13,924,875 |
|
|