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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 11 Months Ended
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Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
Schedule of restatement financial position | 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 |

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