| Restatement of Previously Issued Financial Statements |
Note 2—Restatement of Previously Issued Financial Statements In April 2021 the Company re-evaluated its accounting for its Public Warrants (as defined below in Note 4) and Private Placement Warrants (as defined below in Note 5) issued in connection with the Company’s initial public offering (collectively, the “Warrants”) and determined that they should be treated as derivative liabilities pursuant to ASC 815 (“ASC 815”), “Derivative and Hedging”, rather than as components of stockholders’ equity as the Company previously treated the Warrants.
The restated classification and reported values of the Warrants as accounted for under ASC 815
are included in the financial statements herein. In the process of re-evaluating its financial statements the Company also restated its financial statements to classify all Class A common stock as temporary equity and to record accretion on the shares of Class A common stock. The Company had previously shares of its Class A common stock as permanent equity. Since the Company classified the Public Warrants as derivative liabilities, offering costs totaling $1,075,021 that were previously allocated to the reported amount of the Public Warrants are now reflected as an expense in the statement of operations.
Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Non-Reliance Periods is presented b e low.
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As of December 31, 2020 |
|
| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
71,676,615 |
|
|
$ |
71,676,615 |
|
|
|
|
27,590,427 |
|
|
|
71,676,615 |
|
|
|
99,267,042 |
|
Class A common stock subject to possible redemption
|
|
|
718,724,982 |
|
|
|
31,275,018 |
|
|
|
750,000,000 |
|
Class A common stock - $ 0.0001 par value |
|
|
313 |
|
|
|
(313 |
) |
|
|
— |
|
Additional paid-in capital |
|
|
6,039,586 |
|
|
|
(6,039,586 |
) |
|
|
— |
|
|
|
|
(1,041,771 |
) |
|
|
(96,911,734 |
) |
|
|
(97,953,505 |
) |
Total stockholders’ equity/(deficit) |
|
|
5,000,002 |
|
|
|
(102,951,633 |
) |
|
|
(97,951,631 |
) |
|
|
|
|
|
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| |
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For the Year-Ended Dec em ber 31, 2020 |
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| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
(1,374,073 |
) |
|
$ |
(1,075,021 |
) |
|
$ |
(2,449,094 |
) |
Change in fair value of warrant liability
|
|
|
— |
|
|
|
(43,139,251 |
) |
|
|
(43,139,251 |
) |
|
|
|
(1,041,135 |
) |
|
|
(44,214,272 |
) |
|
|
(45,255,407 |
) |
Basic and diluted net loss per share, Class A |
|
$ |
(0.02 |
) |
|
$ |
(0.77 |
) |
|
$ |
(0.79 |
) |
Basic and diluted net loss per share, Class B |
|
$ |
(0.02 |
) |
|
$ |
(0.77 |
) |
|
$ |
(0.79 |
) |
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|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Year-Ended Dec em ber 31, 2020 |
|
| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,041,135 |
) |
|
$ |
(44,214,272 |
) |
|
$ |
(45,255,407 |
) |
Change in fair value of warrant liability |
|
|
— |
|
|
|
43,139,251 |
|
|
|
43,139,251 |
|
Issuance costs related to warrant liability |
|
|
— |
|
|
|
1,075,021 |
|
|
|
1,075,021 |
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$ |
— |
|
|
$ |
28,537,364 |
|
|
$ |
28,537,364 |
|
|
|
|
26,965,589 |
|
|
|
28,537,364 |
|
|
|
55,502,953 |
|
Class A common stock subject to possible redemption |
|
|
719,775,570 |
|
|
|
30,224,430 |
|
|
|
750,000,000 |
|
Class A common stock - $0.0001 par value |
|
|
302 |
|
|
|
(302 |
) |
|
|
— |
|
Additional paid-in capital |
|
|
5,044,723 |
|
|
|
(5,044,723 |
) |
|
|
— |
|
|
|
|
(47,035 |
) |
|
|
(53,716,769 |
) |
|
|
(53,763,804 |
) |
Total stockholders’ equity/(deficit) |
|
|
5,000,002 |
|
|
|
(58,761,794 |
) |
|
|
(53,761,792 |
) |
| |
|
As of September 30, 2020 (UNAUDITED) |
|
| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
$ |
— |
|
|
$ |
59,344,241 |
|
|
$ |
59,344,241 |
|
|
|
|
27,002,221 |
|
|
|
59,344,241 |
|
|
|
86,346,462 |
|
Class A common stock subject to possible redemption
|
|
|
719,471,496 |
|
|
|
30,528,504 |
|
|
|
750,000,000 |
|
Class A common stock - $ 0.0001 par value |
|
|
306 |
|
|
|
(306 |
) |
|
|
- |
|
Additional paid-in capital |
|
|
5,293,078 |
|
|
|
(5,293,078 |
) |
|
|
- |
|
|
|
|
(295,255 |
) |
|
|
(84,579,361 |
) |
|
|
(84,874,616 |
) |
Total stockholders’ equity/(deficit) |
|
|
5,000,003 |
|
|
|
(89,872,745 |
) |
|
|
(84,872,742 |
) |
|
|
|
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|
|
|
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|
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| |
|
Nine months ended September 30, 2020
(UNAUDITED) |
|
| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
(428,397 |
) |
|
$ |
(1,075,021 |
) |
|
$ |
(1,503,418 |
) |
Change in fair value of warrant liability
|
|
|
— |
|
|
|
(30,806,877 |
) |
|
|
(30,806,877 |
) |
|
|
|
(294,620 |
) |
|
|
(31,881,898 |
) |
|
|
(32,176,518 |
) |
Basic and diluted net loss per share, Class A |
|
$ |
(0.01 |
) |
|
$ |
(0.71 |
) |
|
$ |
(0.72 |
) |
Basic and diluted net loss per share, Class B |
|
$ |
(0.01 |
) |
|
$ |
(0.71 |
) |
|
$ |
(0.72 |
) |
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|
|
|
|
|
|
Nine months ended September 30, 2020
(UNAUDITED) |
|
| |
|
As Previously
Reported |
|
|
Restatement
Adjustment |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(294,620 |
) |
|
$ |
(31,881,898 |
) |
|
$ |
(32,176,518 |
) |
Change in fair value of warrant liability |
|
|
— |
|
|
|
30,806,877 |
|
|
|
30,806,877 |
|
Issuance costs related to warrant liability |
|
|
— |
|
|
|
1,075,021 |
|
|
|
1,075,021 |
|
|