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Restatement of Previously Issued Audited and Unaudited Financial Statements | 12 Months Ended
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Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract] |
Restatement of Previously Issued Audited and Unaudited Financial Statements | Note 2 — Restatement of Previously Issued Audited and Unaudited Financial Statements In May 2021, the audit committee of the Company’s board of directors, after considering the recommendations of management, concluded that, because of a misapplication of the accounting guidance related to its Warrants, the Company’s previously issued financial statements for the periods beginning May 10, 2019 (inception) through December 31, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its consolidated financial statements for the Affected Periods. On April 12, 2021, the Staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the Staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on July 25, 2019, the Company’s Warrants were accounted for as equity within the Company’s previously reported consolidated balance sheets. Accordingly, the consolidated statements of operations did not include any subsequent noncash changes in estimated fair value of the Warrants. The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement. In light of the Staff Statement, the Company reassessed its accounting for the Warrants. Based on this reassessment, and after discussion and evaluation with the Company’s independent registered public accounting firm and the audit committee, management concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants which contain this term could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares would be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. As a result of these provisions, the Company has restated its consolidated financial statements to reflect the Company’s Warrants as a derivative liability with changes in fair value recorded in the current period earnings. In addition, a portion of offering costs were allocated to the Warrants and recognized in expense. The material terms of the Warrants are more fully described in Note 7. The following presents a reconciliation of the consolidated balance sheets, statements of operations and cash flows for the Affected Periods.
|  | December 31, 2020 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 161,456,462 |  |  |  | 161,456,462 |
Private warrants derivative liability |  |  | — |  |  |  | 158,469,002 |  |  |  | 158,469,002 |
Total liabilities |  |  | 16,852,448 |  |  |  | 319,925,464 |  |  |  | 336,777,912 |
Class A common stock subject to possible redemption |  |  | 295,489,060 |  |  |  | (295,489,060 | ) |  |  | — |
Class A common stock |  |  | 186 |  |  |  | 2,955 |  |  |  | 3,141 |
Additional paid-in-capital |  |  | 9,210,213 |  |  |  | 287,169,386 |  |  |  | 296,379,599 |
Accumulated deficit |  |  | (4,211,183 | ) |  |  | (311,608,745 | ) |  |  | (315,819,928 | )
Total stockholders’ equity (deficit) |  |  | 5,000,001 |  |  |  | (24,436,404 | ) |  |  | (19,436,403 | )
Statement of Operations for the year ended December 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (310,330,174 | ) |  |  | (310,330,174 | )
Loss before income tax expense |  |  | (4,789,152 | ) |  |  | (310,330,174 | ) |  |  | (315,119,326 | )
Net loss |  |  | (4,990,755 | ) |  |  | (310,330,174 | ) |  |  | (315,320,929 | )
Basic and diluted net loss per Class B common stock |  |  | (0.73 | ) |  |  | (39.52 | ) |  |  | (40.25 | )
Statement of Cash Flows for the year ended December 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  |  | (4,990,755 | ) |  |  | (310,330,174 | ) |  |  | (315,320,929 | )
Change in fair value of warrant liabilities |  |  | — |  |  |  | 310,330,174 |  |  |  | 310,330,174 |
|  | September 30, 2020 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 49,107,054 |  |  |  | 49,107,054 |
Private warrants derivative liability |  |  | — |  |  |  | 32,522,036 |  |  |  | 32,522,036 |
Total liabilities |  |  | 12,158,095 |  |  |  | 81,629,090 |  |  |  | 93,787,185 |
Class A common stock subject to possible redemption |  |  | 300,029,150 |  |  |  | (81,629,090 | ) |  |  | 218,400,060 |
Class A common stock |  |  | 141 |  |  |  | 816 |  |  |  | 957 |
Additional paid-in-capital |  |  | 4,670,168 |  |  |  | 73,311,555 |  |  |  | 77,981,723 |
Retained earnings (Accumulated deficit) |  |  | 328,914 |  |  |  | (73,312,371 | ) |  |  | (72,983,457 | )
Total stockholders’ equity |  |  | 5,000,008 |  |  |  | — |  |  |  | 5,000,008 |
Statement of Operations for the three months ended September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (68,996,330 | ) |  |  | (68,996,330 | )
Loss before income tax expense |  |  | (787,652 | ) |  |  | (68,996,330 | ) |  |  | (69,783,982 | )
Net loss |  |  | (792,915 | ) |  |  | (68,996,330 | ) |  |  | (69,789,245 | )
Basic and diluted net loss per Class B common stock |  |  | (0.10 | ) |  |  | (8.79 | ) |  |  | (8.89 | )
Statement of Operations for the nine months ended September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (72,033,800 | ) |  |  | (72,033,800 | )
Loss before income tax expense |  |  | (208,400 | ) |  |  | (72,033,800 | ) |  |  | (72,242,200 | )
Net loss |  |  | (450,658 | ) |  |  | (72,033,800 | ) |  |  | (72,484,458 | )
Basic and diluted net loss per Class B common stock |  |  | (0.15 | ) |  |  | (9.17 | ) |  |  | (9.32 | )
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  |  | (450,658 | ) |  |  | (72,033,800 | ) |  |  | (72,484,458 | )
Change in fair value of warrant liabilities |  |  | — |  |  |  | 72,033,800 |  |  |  | 72,033,800 |
|  | June 30, 2020 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 8,270,721 |  |  |  | 8,270,721 |
Private warrants derivative liability |  |  | — |  |  |  | 4,362,039 |  |  |  | 4,362,039 |
Total liabilities |  |  | 11,905,001 |  |  |  | 12,632,760 |  |  |  | 24,537,761 |
Class A common stock subject to possible redemption |  |  | 300,822,070 |  |  |  | (12,632,760 | ) |  |  | 288,189,310 |
Class A common stock |  |  | 133 |  |  |  | 126 |  |  |  | 259 |
Additional paid-in-capital |  |  | 3,877,256 |  |  |  | 4,315,915 |  |  |  | 8,193,171 |
Retained earnings (Accumulated deficit) |  |  | 1,121,829 |  |  |  | (4,316,041 | ) |  |  | (3,194,212 | )
Total stockholders’ equity |  |  | 5,000,003 |  |  |  | — |  |  |  | 5,000,003 |
Statement of Operations for the three months ended June 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (2,685,170 | ) |  |  | (2,685,170 | )
Loss before income tax expense |  |  | (96,889 | ) |  |  | (2,685,170 | ) |  |  | (2,782,059 | )
Net loss |  |  | (124,174 | ) |  |  | (2,685,170 | ) |  |  | (2,809,344 | )
Basic and diluted net loss per Class B common stock |  |  | (0.02 | ) |  |  | (0.34 | ) |  |  | (0.36 | )
Statement of Operations for the six months ended June 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (3,037,470 | ) |  |  | (3,037,470 | )
Income (loss) before income tax expense |  |  | 579,252 |  |  |  | (3,037,470 | ) |  |  | (2,458,218 | )
Net income (loss) |  |  | 342,257 |  |  |  | (3,037,470 | ) |  |  | (2,695,213 | )
Basic and diluted net loss per Class B common stock |  |  | (0.06 | ) |  |  | (0.39 | ) |  |  | (0.45 | )
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  |  | 342,257 |  |  |  | (3,037,470 | ) |  |  | (2,695,213 | )
Change in fair value of warrant liabilities |  |  | — |  |  |  | 3,037,470 |  |  |  | 3,037,470 |
|  | March 31, 2020 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 6,524,218 |  |  |  | 6,524,218 |
Private warrants derivative liability |  |  | — |  |  |  | 3,423,372 |  |  |  | 3,423,372 |
Total liabilities |  |  | 11,877,840 |  |  |  | 9,947,590 |  |  |  | 21,825,430 |
Class A common stock subject to possible redemption |  |  | 300,946,240 |  |  |  | (9,947,590 | ) |  |  | 290,998,650 |
Class A common stock |  |  | 132 |  |  |  | 99 |  |  |  | 231 |
Additional paid-in-capital |  |  | 3,753,087 |  |  |  | 1,630,772 |  |  |  | 5,383,859 |
Retained earnings (Accumulated deficit) |  |  | 1,246,003 |  |  |  | (1,630,871 | ) |  |  | (384,868 | )
Total stockholders’ equity |  |  | 5,000,007 |  |  |  | — |  |  |  | 5,000,007 |
Statement of Operations for the three months ended March 31, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (352,300 | ) |  |  | (352,300 | )
Income before income taxes |  |  | 676,141 |  |  |  | (352,300 | ) |  |  | 323,841 |
Net income |  |  | 466,431 |  |  |  | (352,300 | ) |  |  | 114,131 |
Basic and diluted net loss per Class B common stock |  |  | (0.03 | ) |  |  | (0.04 | ) |  |  | (0.07 | )
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  | 466,431 |  |  |  | (352,300 | ) |  |  | 114,131 |
Change in fair value of warrant liabilities |  |  | — |  |  |  | 352,300 |  |  |  | 352,300 |
|  | December 31, 2019 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 6,282,349 |  |  |  | 6,282,349 |
Private warrants derivative liability |  |  | — |  |  |  | 3,312,941 |  |  |  | 3,312,941 |
Total liabilities |  |  | 11,692,080 |  |  |  | 9,595,290 |  |  |  | 21,287,370 |
Class A common stock subject to possible redemption |  |  | 300,479,810 |  |  |  | (9,595,290 | ) |  |  | 290,884,520 |
Class A common stock |  |  | 136 |  |  |  | 96 |  |  |  | 232 |
Additional paid-in-capital |  |  | 4,219,513 |  |  |  | 1,278,475 |  |  |  | 5,497,988 |
Retained earnings (Accumulated deficit) |  |  | 779,572 |  |  |  | (1,278,571 | ) |  |  | (498,999 | )
Total stockholders’ equity |  |  | 5,000,006 |  |  |  | — |  |  |  | 5,000,006 |
Statement of Operations for the period from May 19, 2019 (inception) through December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (959,526 | ) |  |  | (959,526 | )
Allocated expense for warrant issuance cost |  |  | — |  |  |  | (319,045 | ) |  |  | (319,045 | )
Income (loss) before income taxes |  |  | 1,258,636 |  |  |  | (1,278,571 | ) |  |  | (19,935 | )
Net income (loss) |  |  | 779,572 |  |  |  | (1,278,571 | ) |  |  | (498,999 | )
Basic and diluted net loss per Class B common stock |  |  | (0.12 | ) |  |  | (0.16 | ) |  |  | (0.28 | )
Statement of Cash Flows for the period from May 19, 2019 (inception) through December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  |  | 779,572 |  |  |  | (1,278,571 | ) |  |  | (498,999 | )
Issuance costs related to warrant liability |  |  | — |  |  |  | 319,045 |  |  |  | 319,045 |
Change in fair value of warrant liabilities |  |  | — |  |  |  | 959,526 |  |  |  | 959,526 |
|  | September 30, 2019 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 9,947,060 |  |  |  | 9,947,060 |
Private warrants derivative liability |  |  | — |  |  |  | 4,858,980 |  |  |  | 4,858,980 |
Total liabilities |  |  | 11,406,919 |  |  |  | 14,806,040 |  |  |  | 26,212,959 |
Class A common stock subject to possible redemption |  |  | 299,838,630 |  |  |  | (14,806,040 | ) |  |  | 285,032,590 |
Class A common stock |  |  | 143 |  |  |  | 148 |  |  |  | 291 |
Additional paid-in-capital |  |  | 4,860,686 |  |  |  | 6,489,173 |  |  |  | 11,349,859 |
Retained earnings (Accumulated deficit) |  |  | 138,392 |  |  |  | (6,489,321 | ) |  |  | (6,350,929 | )
Total stockholders’ equity |  |  | 5,000,006 |  |  |  | — |  |  |  | 5,000,006 |
Statement of Operations for the three months ended September 30, 2019 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (6,170,276 | ) |  |  | (6,170,276 | )
Allocated expense for warrant issuance cost |  |  | — |  |  |  | (319,045 | ) |  |  | (319,045 | )
Income (loss) before income tax expense |  |  | 388,196 |  |  |  | (6,489,321 | ) |  |  | (6,101,125 | )
Net income (loss) |  |  | 194,611 |  |  |  | (6,489,321 | ) |  |  | (6,294,710 | )
Basic and diluted net loss per Class B common stock |  |  | (0.07 | ) |  |  | (0.83 | ) |  |  | (0.90 | )
Statement of Operations for the period from May 10, 2019 (inception) through September 30, 2019 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  | — |  |  |  | (6,170,276 | ) |  |  | (6,170,276 | )
Allocated expense for warrant issuance cost |  |  | — |  |  |  | (319,045 | ) |  |  | (319,045 | )
Income (loss) before income tax expense |  |  | 331,977 |  |  |  | (6,489,321 | ) |  |  | (6,157,344 | )
Net income (loss) |  |  | 138,392 |  |  |  | (6,489,321 | ) |  |  | (6,350,929 | )
Basic and diluted net loss per Class B common stock |  |  | (0.08 | ) |  |  | (0.83 | ) |  |  | (0.91 | )
Statement of Cash Flows for the period from May 10, 2019 (inception) through September 30, 2019 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  |  | 138,392 |  |  |  | (6,489,321 | ) |  |  | (6,350,929 | )
Issuance costs related to warrant liability |  |  | — |  |  |  | 319,045 |  |  |  | 319,045 |
Change in fair value of warrant liabilities |  |  | — |  |  |  | 6,170,276 |  |  |  | 6,170,276 |
|  | July 30, 2019 |
|  | As Previously Reported |  |  | Restatement Adjustment |  |  | As Restated |
Balance Sheet |  |  |  |  |  |  |  |  |  |  |  |
Public warrants derivative liability |  |  | — |  |  |  | 5,400,000 |  |  |  | 5,400,000 |
Private warrants derivative liability |  |  | — |  |  |  | 2,880,000 |  |  |  | 2,880,000 |
Total liabilities |  |  | 11,443,548 |  |  |  | 8,280,000 |  |  |  | 19,723,548 |
Class A common stock subject to possible redemption |  |  | 285,849,880 |  |  |  | (8,280,000 | ) |  |  | 277,569,880 |
Class A common stock |  |  | 142 |  |  |  | 83 |  |  |  | 225 |
Additional paid-in-capital |  |  | 5,175,033 |  |  |  | 305,917 |  |  |  | 5,480,950 |
Accumulated deficit |  |  | (176,030 | ) |  |  | (306,000 | ) |  |  | (482,030 | )
Total stockholders’ equity |  |  | 5,000,008 |  |  |  | — |  |  |  | 5,000,008 |

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