XML 20 R9.htm IDEA: XBRL DOCUMENT
v3.21.1

CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 11 Months Ended
--- | ---
Dec. 31, 2020
CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for our Warrants and FPA 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 shareholders’ equity. Since the Warrants and FPA meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and FPA as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. The Company's prior accounting treatment for the Warrants and FPA was equity classification rather than as derivative liabilities. Accounting for the Warrants and FPA as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and FPA to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and FPA in our financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO.
|  | As of December 31, 2020
|  | As reported |  | As Restated |  | Difference
Balance Sheet |  |  |  |  |  |
Warrant liability |  | — |  | 53,005,335 |  | 53,005,335
FPA Liability |  | — |  | 10,654,540 |  | 10,654,540
Total Liabilities |  | 18,725,550 |  | 82,385,425 |  | 63,659,875
Class A ordinary shares subject to possible redemption |  | 494,827,880 |  | 431,168,005 |  | (63,659,875)
Class A ordinary shares, $0.0001 par value |  | 227 |  | 863 |  | 636
Additional paid-in capital |  | 5,804,510 |  | 34,912,594 |  | 29,108,084
Accumulated deficit |  | (806,028) |  | (29,914,748) |  | (29,108,720)
Total Shareholders’ Equity |  | 5,000,003 |  | 5,000,003 |  | —
|  | For the Period from February 11, 2020 through December 31, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Operations |  |  |  |  |  |
Change in fair value of warrant liability |  | — |  | 17,328,667 |  | 17,328,667
Change in fair value of FPA liability |  | — |  | 10,399,002 |  | 10,399,002
Transaction costs allocated to warrant and FPA liabilities |  | — |  | 1,381,051 |  | 1,381,051
Net Loss |  | (806,028) |  | (29,914,748) |  | (28,108,720)
Weighted average shares outstanding – redeemable |  | 49,551,714 |  | 45,254,948 |  | (4,296,766)
Basic and Diluted EPS – redeemable |  | — |  | — |  | —
Weighted average shares outstanding – non-redeemable |  | 13,640,310 |  | 16,283,431 |  | 2,643,121
Basic and Diluted EPS – non-redeemable |  | (0.06) |  | (1.84) |  | (1.78)
|  | Year Ended 12/31/20
|  | As reported |  | As Restated |  | Difference
Statement of Changes in Shareholders’ Equity |  |  |  |  |  |
Class A Ordinary Shares |  | 2,267,212 |  | 8,633,199 |  | 6,365,987
Class A Ordinary Share Amount |  | 227 |  | 863 |  | 636
Additional Paid-In capital |  | 5,804,510 |  | 34,912,594 |  | 29,108,084
Accumulated Deficit |  | (806,028) |  | (29,914,748) |  | (29,108,720)
Total shareholders' equity |  | 5,000,003 |  | 5,000,003 |  | —
|  | Year Ended 12/31/20
|  | As reported |  | As Restated |  | Difference
Statement of Cash Flows |  |  |  |  |  |  |
Net Loss |  | (806,028) |  |  | (29,914,748) |  | (29,108,720)
Change in fair value of warrant liability |  | — |  |  | 17,328,667 |  | 17,328,667
Change in fair value of FPA liability |  | — |  |  | 10,399,002 |  | 10,399,002
Transaction costs allocated to warrant and FPA liabilities |  | — |  |  | 1,381,051 |  | 1,381,051
Initial classification of warrant liability |  | — |  |  | 35,676,668 |  | 35,676,668
Initial classification of FPA liability |  | — |  |  | 255,538 |  | 255,538
Initial value of Class A common stock subject to possible redemption |  | 495,597,040 |  |  | 459,696,714 |  | (35,900,326)
Change in value of Class A common stock subject to possible redemption |  | (769,160) |  |  | 21,426,075 |  | 22,195,235
|  | As of September 30, 2020
|  | As reported |  | As Restated |  | Difference
Balance Sheet |  |  |  |  |  |
Warrant liability |  | — |  | 38,225,001 |  | 38,225,001
FPA Liability |  | — |  | 5,548,575 |  | 5,548,575
Total Liabilities |  | 18,222,551 |  | 61,996,127 |  | 43,773,576
Class A ordinary shares subject to possible redemption |  | 495,423,880 |  | 451,650,304 |  | (43,773,576)
Class A ordinary shares, $0.0001 par value |  | 221 |  | 658 |  | 437
Additional paid-in capital |  | 5,208,516 |  | 14,430,500 |  | 9,221,984
Accumulated deficit |  | (210,021) |  | (9,432,442) |  | (9,222,421)
Total Shareholders’ Equity |  | 5,000,010 |  | 5,000,010 |  | —
|  | For the 3 Months Ended September 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Operations |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  |  | — |  |  | (1,529,000) |  | (1,529,000)
Change in fair value of FPA liability |  |  | — |  |  | 2,299,616 |  | 2,299,616
Transaction costs allocated to warrant and FPA liabilities |  |  | — |  |  | — |  | —
Net Loss |  |  | (173,155) |  |  | (943,771) |  | (770,616)
Weighted average shares outstanding – redeemable |  |  | 49,559,704 |  |  | 45,259,408 |  | (4,300,296)
Basic and Diluted EPS – redeemable |  | $ | — |  | $ | — |  | —
Weighted average shares outstanding – non-redeemable |  |  | 15,127,796 |  |  | 19,428,092 |  | 4,300,296
Basic and Diluted EPS – non-redeemable |  | $ | (0.01) |  | $ | (0.05) |  | (0.04)
|  | For the Period from February 11, 2020 through September 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Operations |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  |  | — |  |  | 2,548,333 |  | 2,548,333
Change in fair value of FPA liability |  |  | — |  |  | 5,293,037 |  | 5,293,037
Transaction costs allocated to warrant and FPA liabilities |  |  | — |  |  | 1,381,051 |  | 1,381,051
Net Loss |  |  | (210,021) |  |  | (9,432,442) |  | (9,222,421)
Weighted average shares outstanding – redeemable |  |  | 49,560,044 |  |  | 45,335,261 |  | (4,224,783)
Basic and Diluted EPS – redeemable |  | $ | — |  | $ | — |  | —
Weighted average shares outstanding – non-redeemable |  |  | 13,025,013 |  |  | 14,959,025 |  | 1,934,012
Basic and Diluted EPS – non-redeemable |  | $ | (0.02) |  | $ | (0.63) |  | (0.61)
|  | February 11, 2020 (Inception) Through September 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Changes in Shareholders’ Equity |  |  |  |  |  |
Class A Ordinary Shares |  | 2,267,212 |  | 6,584,969 |  | 4,317,757
Class A Ordinary Share Amount |  | 221 |  | 658 |  | 437
Additional Paid-In Capital |  | 5,208,516 |  | 14,430,500 |  | 9,221,984
Accumulated Deficit |  | (210,021) |  | (9,432,442) |  | (9,222,421)
Total shareholders' equity |  | 5,000,010 |  | 5,000,010 |  | —
|  | February 11, 2020 (Inception) Through September 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Cash Flows |  |  |  |  |  |  |
Net Loss |  | (210,021) |  |  | (9,432,442) |  | (9,222,421)
Change in fair value of warrant liability |  | — |  |  | 2,548,333 |  | 2,548,333
Change in fair value of FPA liability |  | — |  |  | 5,293,037 |  | 5,293,037
Transaction costs allocated to warrant and FPA liabilities |  | — |  |  | 1,381,051 |  | 1,381,051
Initial classification of warrant liability |  | — |  |  | 35,676,668 |  | 35,676,668
Initial classification of FPA liability |  | — |  |  | 255,538 |  | 255,538
Initial value of Class A common stock subject to possible redemption |  | 495,628,920 |  |  | 459,696,714 |  | (35,932,206)
Change in value of Class A common stock subject to possible redemption |  | (205,040) |  |  | (8,046,410) |  | (7,841,370)
|  | As of June 30, 2020
|  | As reported |  | As Restated |  | Difference
Balance Sheet |  |  |  |  |  |
Warrant liability |  | — |  | 39,754,001 |  | 39,754,001
FPA Liability |  | — |  | 3,248,959 |  | 3,248,959
Total Liabilities |  | 18,663,985 |  | 61,666,945 |  | 43,002,960
Class A ordinary shares subject to possible redemption |  | 495,597,040 |  | 452,594,080 |  | (43,002,960)
Class A ordinary shares, $0.0001 par value |  | 219 |  | 649 |  | 430
Additional paid-in capital |  | 5,035,358 |  | 13,486,733 |  | 8,451,375
Accumulated deficit |  | (36,866) |  | (8,488,671) |  | (8,451,805)
Total Shareholder's Equity |  | 5,000,005 |  | 5,000,005 |  | —
|  | For the 3 Months Ended June 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Operations |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  |  | — |  |  | 4,077,333 |  | 4,077,333
Change in fair value of FPA liability |  |  | — |  |  | 2,993,421 |  | 2,993,421
Transaction costs allocated to warrant and FPA liabilities |  |  | — |  |  | 1,381,051 |  | 1,381,051
Net Loss |  |  | (31,882) |  |  | (8,483,687) |  | (8,451,805)
Basic and Diluted EPS – redeemable |  | $ | — |  | $ | — |  | —
Weighted average shares outstanding – non-redeemable |  |  | 11,718,359 |  |  | 12,152,705 |  | 434,345
Basic and Diluted EPS – non-redeemable |  | $ | — |  | $ | (0.70) |  | (0.70)
|  | For the Period from February 11, 2020 through June 30, 2020 |  |
|  | As reported |  | As Restated |  | Difference |  |
Statement of Operations |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  |  | — |  |  | 4,077,333 |  | 4,077,333 |  |
Change in fair value of FPA liability |  |  | — |  |  | 2,993,421 |  | 2,993,421 |  |
Transaction costs allocated to warrant and FPA liabilities |  |  | — |  |  | 1,381,051 |  | 1,381,051 |  |
Net Income (Loss) |  |  | (36,886) |  |  | (8,488,691) |  | (8,451,805) |  |
Weighted average shares outstanding – redeemable |  |  | 49,562,892 |  |  | 45,969,671 |  | (3,593,221) |  |
Basic and Diluted EPS – redeemable |  | $ | — |  | $ | — |  | — |  |
Weighted average shares outstanding – non-redeemable |  |  | 11,570,456 |  |  | 11,867,640 |  | 297,184 |  |
Basic and Diluted EPS – non-redeemable |  | $ | — |  | $ | (0.72) |  | (0.72) |  |
|  | February 11, 2020 (Inception) Through June 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Changes in Shareholders’ Equity |  |  |  |  |  |
Class A Ordinary Shares |  | 2,267,212 |  | 6,490,592 |  | 4,223,380
Class A Ordinary Share Amount |  | 219 |  | 649 |  | 430
Additional Paid-In |  | 5,035,358 |  | 13,486,733 |  | 8,451,375
Accumulated Deficit |  | (36,866) |  | (8,488,671) |  | (8,451,805)
Total shareholders' equity |  | 5,000,005 |  | 5,000,005 |  | —
|  | February 11, 2020 (Inception) Through June 30, 2020
|  | As reported |  | As Restated |  | Difference
Statement of Cash Flows |  |  |  |  |  |  |
Net Loss |  | (36,866) |  |  | (8,488,671) |  | (8,451,805)
Change in fair value of warrant liability |  | — |  |  | 4,077,333 |  | 4,077,333
Change in fair value of FPA liability |  | — |  |  | 2,993,421 |  | 2,993,421
Transaction costs allocated to warrant and FPA liabilities |  | — |  |  | 1,381,051 |  | 1,381,051
Initial classification of warrant liability |  | — |  |  | 35,676,668 |  | 35,676,668
Initial classification of FPA liability |  | — |  |  | 255,538 |  | 255,538
Initial value of Class A common stock subject to possible redemption |  | 495,628,920 |  |  | 459,696,714 |  | (35,932,206)
Change in value of Class A common stock subject to possible redemption |  | (31,880) |  |  | (7,102,634) |  | (7,070,754)
|  | As of June 19, 2020
|  | As reported |  | As Restated |  | Difference
Balance Sheet |  |  |  |  |  |
Warrant liability |  | — |  | 35,676,668 |  | 35,676,668
FPA Liability |  | — |  | 255,538 |  | 255,538
Total Liabilities |  | 18,892,430 |  | 54,824,636 |  | 35,932,206
Class A ordinary shares subject to possible redemption |  | 495,597,920 |  | 459,696,714 |  | (35,932,206)
Class A ordinary shares, $0.0001 par value |  | 219 |  | 578 |  | 359
Additional paid-in capital |  | 5,003,478 |  | 6,384,170 |  | 1,380,692
Accumulated deficit |  | (4,983) |  | (1,381,051) |  | (1,386,034)
Total Shareholder's Equity |  | 5,000,008 |  | 5,000,008 |  | —

X
- References No definition available. + Details
Name: | us-gaap_AccountingChangesAndErrorCorrectionsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_AccountingChangesAndErrorCorrectionsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration