The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 1, 2021, to classify all redeemable Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its redeemable Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case,

three

classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on September 24, 2020 (the “Post-IPO Balance Sheet”), the Company’s Form 10-Q for the quarterly period ended September 30, 2020, and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 1, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021, and June 30, 2021, will be restated with an amendment the Company’s Form 10-Q for the quarterly period ended September 30, 2021.


	For the Period from June 22, 2020 (Inception) through December 31, 2020
	As Previously Reported		Adjustment			As Restated
Statement of Operations
Net income	$	2,308,250	$	—		$	2,308,250

Weighted average shares outstanding of redeemable Class A common stock, basic and diluted		41,400,000		(41,400,000	)		—
Basic and diluted net income per share of redeemable Class A common stock	$	—	$	—		$	—
Weighted average shares outstanding of non redeemable Class A, Class B and Class F common stock, basic and diluted		2,580,933		(2,580,933	)		—
Basic and diluted net income per share of non redeemable Class A, Class B and Class F common stock	$	0.89	$	(0.89	)	$	—
Weighted average shares outstanding of Class A common stock, basic and diluted		—		22,857,358			22,857,358
Basic and diluted net income per share of Class A common stock	$	—	$	0.10		$	0.10
Weighted average shares outstanding of Class B common stock, basic and diluted		—		300,000			300,000
Basic and diluted net income per share of Class B common stock	$	—	$	0.10		$	0.10
Weighted average shares outstanding of Class F common stock, basic and diluted		—		778,756			778,756
Basic and diluted net income per share of Class F common stock	$	—	$	0.10		$	0.10


	For the Period from June 22, 2020 (Inception) through December 31, 2020
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial Value of Class A common stock subject to possible redemption	$	396,581,520	$	(396,581,520	)	$	—
Change in fair value of Class A common stock subject to possible redemption	$	2,537,930	$	(2,537,930	)	$	—
Accretion on Class A common stock subject to possible redemption amount	$	—	$	18,146,564		$	18,146,564

The change in the carrying value of the redeemable shares of the Class A common stock in the IPO Balance Sheet resulted in a decrease of approximately $5.2 million in additional paid-in capital and an increase of approximately $12.2 million to accumulated deficit, as well as a reclassification of 1,741,848 shares of Class A common stock from permanent equity to temporary equity as presented below.


	As of September 18, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	416,138,024		$	—		$	416,138,024

Total liabilities		14,556,501			—		$	14,556,501
Class A common stock subject to possible redemption		396,581,520			17,418,480			414,000,000
Stockholders’ equity (deficit)
Preferred stock		—			—			—
Class A common stock		236			(175	)		61
Class B common stock		30			—			30
Class F common stock		83			—			83
Additional paid-in-capital		5,235,337			(5,235,337	)		—
Accumulated deficit		(235,683	)		(12,182,968	)		(12,418,651	)

Total stockholders’ equity (deficit)		5,000,003			(17,418,480	)		(12,418,477	)

Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	416,138,024		$	—		$	416,138,024

See Note 13 for the unaudited interim balance sheet restatement as of September 30, 2020, unaudited interim supplemental cash flow restatement for the period from June 22, 2020 (inception) through September 30, 2020, and the earnings per share and weighted average share restatement for the three months ended September 30, 2020 and for the period from June 22, 2020 (inception) through September 30, 202

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 18, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its partnering transaction before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate a partnering transaction by September 18, 2022.