Registration of securities issued in business combination transactions

Restatement of Previously Issued Financial Statements

v3.21.2
Restatement of Previously Issued Financial Statements
12 Months Ended
Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]  
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 classified 3,133,926 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 below.
 
    
As of December 31, 2020
 
    
As Previously
Reported
   
Restatement
Adjustment
   
As Restated
 
BALANCE SHEET
      
Warrant liability
   $ —       $ 71,676,615     $ 71,676,615  
Total liabilities
    
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     —    
Accumulated deficit
     (1,041,771     (96,911,734     (97,953,505
Total stockholders’ equity/(deficit)
     5,000,002       (102,951,633     (97,951,631
 
    
For the Year-Ended December 31, 2020
 
    
As Previously
Reported
    
Restatement
Adjustment
    
As Restated
 
STATEMENT OF OPERATIONS
        
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
Net loss
     (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
 
    
For the Year-Ended December 31, 2020
 
    
As Previously
Reported
    
Restatement
Adjustment
    
As Restated
 
STATEMENT OF CASH FLOWS
        
Net loss
   $ (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  
 
    
As of July 2, 2020
 
    
As Previously
Reported
   
Restatement
Adjustment
   
As Restated
 
BALANCE SHEET
      
Warrant liability
   $ —       $ 28,537,364     $ 28,537,364  
Total liabilities
     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     —    
Accumulated deficit
     (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
 
BALANCE SHEET
      
Warrant liability
   $ —       $ 59,344,241     $ 59,344,241  
Total liabilities
     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     —    
Accumulated deficit
     (295,255     (84,579,361     (84,874,616
Total stockholders’ equity/(deficit)
     5,000,003       (89,872,745     (84,872,742
 
    
Nine months ended September 30, 2020
(UNAUDITED)
 
    
As Previously
Reported
    
Restatement
Adjustment
    
As Restated
 
STATEMENT OF OPERATIONS
        
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
Net loss
     (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
 
    
Nine months ended September 30, 2020
(UNAUDITED)
 
    
As Previously
Reported
    
Restatement
Adjustment
    
As Restated
 
STATEMENT OF CASH FLOWS
        
Net loss
   $ (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