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Restatement of Previously Issued Financial Statements | 5 Months Ended
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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 |

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- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section S99 -Paragraph 6 -Subparagraph (SX 210.5-04(Schedule I)) -URI http://asc.fasb.org/extlink&oid=120391182&loc=d3e5864-122674 Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=123454820&loc=d3e5283-111683 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690 + Details
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