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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 11 Months Ended
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Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has restated its consolidated financial statements as of December 31, 2020 and for the period from February 4, 2020 (inception) through December 31, 2020 as a result of the matter described below. The Company has also restated its unaudited consolidated financial statements as of June 30, 2020 and September 30, 2020, for the three months ended June 30, 2020 and September 30,2020, and for the period from February 4, 2020 (inception) through June 30, 2020 and September 30, 2020 . The periods described together represent the Affected Periods. The Company reassessed its accounting for its warrants described above and as reported in the Company's Current Report on Form 8-K filed with the SEC on May 4, 2021. The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public Warrants and Private Placement Warrants (each as defined below) meet the definition of a derivative under ASC 815, these warrants should be recorded as liabilities on the balance sheet at fair value with subsequent changes in their respective fair values recognized in the statements of operations at each reporting date. As part of the re-assessment the Company concluded the Public Warrants do not meet the criteria to be classified in stockholders' equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company's Class A shareholders that would not result in a change of control. The provision would preclude the warrants from being classified in equity and thus the warrant should be classified as a liability. As part of the re-assessment the Company concluded the Private Placement Warrants do not meet the criteria to be classified in stockholders' equity. Specifically, the terms of the warrant provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. Impact of the Restatement The impact of the restatement on the consolidated balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below.
|  | As of December 31, 2020 |
Balance Sheet |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
ASSETS |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 158,599 |  |  | — |  | $ | 158,599 |
Prepaid expenses |  |  | 159,476 |  |  | — |  |  | 159,476 |
Total Current Assets |  |  | 318,075 |  |  | — |  |  | 318,075 |
Cash and held to maturity securities held in Trust Account |  |  | 414,333,909 |  |  | — |  |  | 414,333,909 |
Total Assets |  | $ | 414,651,984 |  |  | — |  | $ | 414,651,984 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 2,789,052 |  |  | — |  | $ | 2,789,052 |
Income taxes payable |  |  | 14,632 |  |  | — |  |  | 14,632 |
Total Current Liabilities |  |  | 2,803,684 |  |  | — |  |  | 2,803,684 |
Warrant liability |  |  | — |  |  | 136,105,464 |  |  | 136,105,464 |
Deferred underwriting fee payable |  |  | 14,490,000 |  |  | — |  |  | 14,490,000 |
Total Liabilities |  |  | 17,293,684 |  |  | 136,105,464 |  |  | 153,399,148 |
Commitments and contingencies |  |  |  |  |  |  |  |  |  |
Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share |  |  | 392,358,290 |  |  | (136,105,460) |  |  | 256,252,830 |
Stockholders’ Equity |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |  |  | — |  |  | — |  |  | — |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 15,774,717 issued and outstanding (excluding 25,625,283 shares subject to possible redemption) |  |  | 216 |  |  | 1,361 |  |  | 1,577 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding |  |  | 1,035 |  |  | — |  |  | 1,035 |
Additional paid-in capital |  |  | 8,453,607 |  |  | 128,748,555 |  |  | 137,202,162 |
Accumulated deficit |  |  | (3,454,848) |  |  | (128,749,920) |  |  | (132,204,768) |
Total Stockholders’ Equity |  |  | 5,000,010 |  |  | (4) |  |  | 5,000,006 |
Total Liabilities and Stockholders’ Equity |  | $ | 414,651,984 |  |  | — |  | $ | 414,651,984 |
|  | For the Period from February 4, 2020 (inception) through December 31, 2020 |
Statement of Operations |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Loss from operations |  |  | (3,774,125) |  | — |  | (3,774,125) |
Other income/ (expense): |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  | (128,463,731) |  | (128,463,731) |
Transaction costs |  |  | — |  | (286,189) |  | (286,189) |
Interest earned on marketable securities held in Trust Account |  |  | 355,909 |  | — |  | 355,909 |
Loss before provision for income taxes |  |  | (3,418,216) |  | (128,749,920) |  | (132,168,136) |
Provision for income taxes |  |  | (36,632) |  | — |  | (36,632) |
Net loss |  | $ | (3,454,848) |  | (128,749,920) |  | (132,204,768) |
Weighted average shares outstanding of Class A redeemable common stock |  |  | 40,948,182 |  | — |  | 40,948,182 |
Basic and diluted income per share, Class A redeemable common stock |  | $ | — |  | — |  | — |
Weighted average shares outstanding of Class B non-redeemable common stock(1) |  |  | 9,839,969 |  | — |  | 9,839,969 |
Basic and diluted net loss per share, Class B non-redeemable common stock |  | $ | (0.37) |  | (13.08) |  | (13.45) |
|  | For the Period from February 4, 2020 (inception) through December 31, 2020 |
Statement of Cash Flows |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Net loss |  | $ | (3,454,848) |  | (128,749,920) |  | (132,204,768) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  | 128, 463,731 |  | 128, 463,731 |
Transaction costs allocated to warrant liability |  |  | — |  | 286,189 |  | 286,189 |
Net cash used in operating activities |  |  | (1,166,549) |  | — |  | (1,166,549) |
Net cash used in investing activities |  |  | (413,978,000) |  | — |  | (413,978,000) |
Net cash provided by financing activities |  |  | 415,303,148 |  | — |  | 415,303,148 |
|  | As of September 30, 2020 |
Unaudited Balance Sheet |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
ASSETS |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |
Cash |  | $ | 759,102 |  | — |  | $ | 759,102 |
Prepaid expenses |  |  | 240,602 |  | — |  |  | 240,602 |
Total Current Assets |  |  | 999,704 |  | — |  |  | 999,704 |
Cash and held to maturity securities held in Trust Account |  |  | 414,222,151 |  | — |  |  | 414,222,151 |
Total Assets |  | $ | 415,221,855 |  | — |  | $ | 415,221,855 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 280,690 |  | — |  | $ | 280,690 |
Income taxes payable |  |  | 29,152 |  | — |  |  | 29,152 |
Total Current Liabilities |  |  | 309,842 |  | — |  |  | 309,842 |
Warrant liability |  |  | — |  | 20,033,733 |  |  | 20,033,733 |
Deferred underwriting fee payable |  |  | 14,490,000 |  | — |  |  | 14,490,000 |
Total Liabilities |  |  | 14,799,842 |  | 20,033,733 |  |  | 34,833,575 |
Commitments and contingencies |  |  |  |  |  |  |  |  |
Class A common stock, $0.0001 par value, 37,538,827 shares subject to possible redemption at $10.00 per share |  |  | 395,422,010 |  | (20,033,740) |  |  | 375,388,270 |
Stockholders’ Equity |  |  |  |  |  |  |  |  |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |  |  | — |  | — |  |  | — |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,861,173 issued and outstanding (excluding 37,538,827 shares subject to possible redemption) |  |  | 186 |  | — |  |  | 186 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding |  |  | 1,035 |  | — |  |  | 1,035 |
Additional paid-in capital |  |  | 5,389,917 |  | 12,678,196 |  |  | 18,068,113 |
Accumulated deficit |  |  | (391,135) |  | (12,678,189) |  |  | (13,069,324) |
Total Stockholders’ Equity |  |  | 5,000,003 |  | 7 |  |  | 5,000,010 |
Total Liabilities and Stockholders’ Equity |  | $ | 415,221,855 |  | — |  | $ | 415,221,855 |
|  | For the Three Months Ended September 30, 2020 |
Unaudited Statement of Operations |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Loss from operations |  | $ | (462,905) |  |  | — |  | $ | (462,905) |
Other income/ (expense): |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | (7,848,267) |  |  | (7,848,267) |
Interest earned on marketable securities held in Trust Account |  |  | 165,021 |  |  | — |  |  | 165,021 |
Loss before provision for income taxes |  |  | (297,884) |  |  | (7,848,267) |  |  | (8,146,151) |
Provision for income taxes |  |  | (29,152) |  |  | — |  |  | (29,152) |
Net loss |  | $ | (327,036) |  | $ | (7,848,267) |  | $ | (8,175,303) |
Weighted average shares outstanding of Class A redeemable common stock |  |  | 41,400,000 |  |  | — |  |  | 41,400,000 |
Basic and diluted income per share, Class A redeemable common stock |  | $ | — |  |  | — |  |  | — |
Weighted average shares outstanding of Class B non-redeemable common stock(1) |  |  | 10,350,000 |  |  | — |  |  | 10,350,000 |
Basic and diluted net loss per share, Class B non-redeemable common stock |  | $ | (0.03) |  | $ | (0.77) |  | $ | (0.80) |
|  | For the Period from February 4, 2020 (inception) through September 30, 2020 |
Unaudited Statement of Operations |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Loss from operations |  | $ | (584,134) |  | $ | — |  | $ | (584,134) |
Other income/ (expense): |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | (12,392,000) |  |  | (12,392,000) |
Transaction costs |  |  | — |  |  | (286,189) |  |  | (286,189) |
Interest earned on marketable securities held in Trust Account |  |  | 222,151 |  |  | — |  |  | 222,151 |
Loss before provision for income taxes |  |  | (361,983) |  |  | (12,678,189) |  |  | (13,040,172) |
Provision for income taxes |  |  | (29,152) |  |  | — |  |  | (29,152) |
Net loss |  | $ | (391,135) |  | $ | (12,678,189) |  | $ | (13,069,324) |
Weighted average shares outstanding of Class A redeemable common stock |  |  | 40,617,323 |  |  | — |  |  | 40,617,323 |
Basic and diluted income per share, Class A redeemable common stock |  | $ | — |  |  | — |  |  | — |
Weighted average shares outstanding of Class B non-redeemable common stock(1) |  |  | 10,350,000 |  |  | — |  |  | 10,350,000 |
Basic and diluted net loss per share, Class B non-redeemable common stock |  | $ | (0.04) |  | $ | (1.23) |  |  | (1.27) |
|  | For the Period from February 4, 2020 (inception) through September 30, 2020 |
Unaudited Statement of Cash Flows |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Net loss |  | $ | (391,135) |  |  | (12,678,189) |  |  | (132,069,324) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | 12, 392,000 |  |  | 12, 392,000 |
Transaction costs allocated to warrant liability |  |  | — |  |  | 286,189 |  |  | 286,189 |
Net cash used in operating activities |  |  | (544,046) |  |  | — |  |  | (544,046) |
Net cash used in investing activities |  |  | (414,000,000) |  |  | — |  |  | (414,000,000) |
Net cash provided by financing activities |  |  | 415,303,148 |  |  | — |  |  | 415,303,148 |
|  | As of June 30, 2020 |
Unaudited Balance Sheet |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
ASSETS |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 909,187 |  | $ | — |  | $ | 909,187 |
Prepaid expenses |  |  | 340,399 |  |  | — |  |  | 340,399 |
Total Current Assets |  |  | 1,249,586 |  |  | — |  |  | 1,249,586 |
Cash and held to maturity securities held in Trust Account |  |  | 414,057,130 |  |  | — |  |  | 414,057,130 |
Total Assets |  | $ | 415,306,716 |  |  | — |  | $ | 415,306,716 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 67,667 |  |  | — |  | $ | 67,667 |
Income taxes payable |  |  | — |  |  | — |  |  | — |
Total Current Liabilities |  |  | 67,667 |  |  | — |  |  | 67,667 |
Warrant liability |  |  | — |  |  | 12,185,466 |  |  | 12,185,466 |
Deferred underwriting fee payable |  |  | 14,490,000 |  |  | — |  |  | 14,490,000 |
Total Liabilities |  |  | 14,557,667 |  |  | 12,185,466 |  |  | 26,743,133 |
Commitments and contingencies |  |  |  |  |  |  |  |  |  |
Class A common stock, $0.0001 par value, subject to possible redemption, 38,356,358 shares at $10.00 per share |  |  | 395,749,040 |  |  | (12,185,460) |  |  | 383,563,580 |
Stockholders’ Equity |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |  |  | — |  |  | — |  |  | — |
Class A common stock, $0.0001 par value; 200,000,000 shares authourized; 3,043,642 issued or outstanding (excluding 38,356,325 shares subject to possible redemption) |  |  | 183 |  |  | — |  |  | 183 |
Class B common stock, $0.0001 par value; 20,000,000 shares authourized; 10,350,000 issued or outstanding |  |  | 1,035 |  |  | — |  |  | 1,035 |
Additional paid-in capital |  |  | 5,062,890 |  |  | 4,829,917 |  |  | 9,892,807 |
Accumulated deficit |  |  | (64,099) |  |  | (4,829,923) |  |  | (4,894,022) |
Total Stockholders’ Equity |  |  | 5,000,009 |  |  | (6) |  |  | 5,000,003 |
Total Liabilities and Stockholders’ Equity |  | $ | 415,306,716 |  | $ | — |  | $ | 415,306,716 |
|  | For the Three Months Ended June 30, 2020 |
|  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Unaudited Statement of Operations |  |  |  |  |  |  |  |  |  |
Loss from operations |  | $ | (120,229) |  | $ | — |  | $ | (120,229) |
Other income/ (expense): |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | (4,543,733) |  |  | (4,543,733) |
Transaction costs |  |  | — |  |  | (286,189) |  |  | (286,189) |
Interest earned on marketable securities held in Trust Account |  |  | 57,130 |  |  | — |  |  | 57,130 |
Loss before provision for income taxes |  |  | (63,099) |  |  | (4,829,922) |  |  | (4,893,021) |
Provision for income taxes |  |  | — |  |  | — |  |  | — |
Net loss |  | $ | (63,099) |  | $ | (4,829,922) |  | $ | (4,893,021) |
Weighted average shares outstanding of Class A redeemable common stock |  |  | 38,560,000 |  |  | — |  |  | 38,560,000 |
Basic and diluted income per share, Class A redeemable common stock |  | $ | — |  |  | — |  |  | — |
Weighted average shares outstanding of Class B non-redeemable common stock(1) |  |  | 10,350,000 |  |  | — |  |  | 10,350,000 |
Basic and diluted net loss per share, Class B non-redeemable common stock |  | $ | (0.01) |  | $ | (0.47) |  | $ | (0.48) |
|  | For the Period from February 4, 2020 (inception) through June 30, 2020 |
|  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Unaudited Statement of Operations Loss from operations |  | $ | (121,229) |  | $ | — |  | $ | (121,229) |
Other income/ (expense): |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | (4,543,733) |  |  | (4,543,733) |
Transaction costs |  |  | — |  |  | (286,189) |  |  | (286,189) |
Interest earned on marketable securities held in Trust Account |  |  | 57,130 |  |  | — |  |  | 57,130 |
Loss before provision for income taxes |  |  | (64,099) |  |  | (4,829,922) |  |  | (4,894,021) |
Provision for income taxes |  |  | — |  |  | — |  |  | — |
Net loss |  | $ | (64,099) |  | $ | (4,829,922) |  | $ | (4,894,021) |
Weighted average shares outstanding of Class A redeemable common stock |  |  | 38,560,000 |  |  | — |  |  | 38,560,000 |
Basic and diluted income per share, Class A redeemable common stock |  | $ | — |  |  | — |  |  | — |
Weighted average shares outstanding of Class B non-redeemable common stock |  |  | 10,350,000 |  |  | — |  |  | 10,350,000 |
Basic and diluted net loss per share, Class B non-redeemable common stock |  | $ | (0.01) |  | $ | (0.47) |  | $ | (0.48) |
|  | For the Period from February 4, 2020 (inception) through June 30, 2020 |
Unaudited Statement of Cash Flows |  | As Previously Reported |  | Restatement Adjustment |  | As Restated |
Net loss |  | $ | (64,099) |  |  | (4,829,922) |  |  | (4,894,021) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |
Change in fair value of warrants |  |  | — |  |  | 4, 543,733 |  |  | 4, 543,733 |
Transaction costs allocated to warrant liability |  |  | — |  |  | 286,189 |  |  | 286,189 |
Net cash used in operating activities |  |  | (393,961) |  |  | — |  |  | (393,961) |
Net cash used in investing activities |  |  | (414,000,000) |  |  | — |  |  | (414,000,000) |
Net cash provided by financing activities |  |  | 415,303,148 |  |  | — |  |  | 415,303,148 |
In addition, the impact to the balance sheet dated May 26, 2020, filed on Form 8-K on June 1, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $6,709,333 increase to the warrant liabilities line item at May 26, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. The Company recorded an increase to accumulated deficit of $248,500 for transaction costs allocated to the warrant liability with a corresponding offset to additional paid in capital. There were no significant changes to total stockholders' equity at any reported balance sheet date.

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- Definition The entire disclosure for reporting accounting changes and error corrections. It includes the conveyance of information necessary for a user of the Company's financial information to understand all aspects and required disclosure information concerning all changes and error corrections reported in the Company's financial statements for the period. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -URI http://asc.fasb.org/topic&trid=2122394 + Details
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