Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Private Warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement advises, among other things, that certain adjustments generally present in SPAC warrants preclude such warrants from being accounted for as equity, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Private Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

As a result of the above, the Company should have classified the Private Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Private Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Private Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account.

The table below summarizes the effects of the restatement on the financial statements for all periods being restated. The restatement did not result in a change to net income or cash flows for the three months ended March 31, 2020 and the three and six months ended June 30, 2020 as there was no change in the fair value of the Warrants.

	As Previously Reported			Adjustments			As Restated
Balance sheet as of November 7, 2019 (audited)
Warrant Liability	$	—		$	3,037,500		$	3,037,500
Common Stock Subject to Possible Redemption		115,562,660			(3,037,500	)		112,525,160
Common Stock		401			31			432
Additional Paid-in Capital		5,000,221			19,915			5,020,136
Accumulated Deficit		(621	)		(19,946	)		(20,567	)
Balance sheet as of December 31, 2019 (audited)
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,680,303			(1,975,155	)		123,705,148
Common Stock		382			20			402
Additional Paid-in Capital		4,898,117			(1,204,671	)		3,693,446
Retained Earnings		101,502			1,204,651			1,306,153
Balance sheet as of March 31, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		126,056,624			(1,975,155	)		124,081,469
Common Stock		382			20			402
Additional Paid-in Capital		4,521,796			(1,204,671	)		3,317,125
Retained Earnings		477,832			1,204,651			1,682,483
Balance sheet as of June 30, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,957,664			(1,975,155	)		123,982,509
Common Stock		383			20			403
Additional Paid-in Capital		4,620,755			(1,204,671	)		3,416,084
Retained Earnings		378,866			1,204,651			1,583,517
Balance sheet as of September 30, 2020
Warrant Liability	$	—		$	2,172,671		$	2,172,671
Common Stock Subject to Possible Redemption		125,871,358			(2,172,671	)		123,698,687
Common Stock		383			22			405
Additional Paid-in Capital		4,707,061			(1,007,157	)		3,699,904
Retained Earnings		292,558			1,007,135			1,299,693
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	3,950,311		$	3,950,311
Common Stock Subject to Possible Redemption		125,781,370			(3,950,311	)		121,831,059
Common Stock		384			40			424
Additional Paid-in Capital		4,797,048			770,465			5,567,513
Retained Earnings (Accumulated Deficit)		202,578			(770,505	)		(567,927	)

	As Previously Reported			Adjustments			As Restated
Statement of Operations for the Period from June 20, 2019 (inception) Through December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	1,224,597		$	1,224,597
Transaction costs allocable to warrant liability		—			(19,946	)		(19,946	)
Net income		101,502			1,204,651			1,306,153
Weighted average shares outstanding, Common Stock subject to possible redemption		12,446,534			(318,172	)		12,128,362
Basic and diluted net income per share, Common Stock subject to possible redemption		0.01			—			0.01
Weighted average shares outstanding, Common Stock		3,305,465			88,564			3,394,029
Basic and diluted net loss per share, Common Stock		0.03			0.30			0.33
Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,477			(197,240	)		12,353,237
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,821,463			197,240			4,018,703
Basic and diluted net loss per share, Common Stock		(0.04	)		—			(0.04	)
Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,553,036			(196,999	)		12,356,037
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,818,918			196,986			4,015,904
Basic and diluted net loss per share, Common Stock		(0.07	)		0.01			(0.06	)
Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(197,516	)	$	197,516
Net income (loss)		191,056			(197,516	)		(6,460	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,512			(196,900	)		12,353,612
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,821,429			196,899			4,018,328
Basic and diluted net loss per share, Common Stock		(0.10	)		(0.04	)		(0.14	)

	As Previously Reported			Adjustments			As Restated
Statement of Operations for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(1,975,156	)	$	(1,975,156	)
Net income (loss)		101,076			(1,975,156	)		(1,874,080	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,547,286			(201,796	)		12,345,490
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,824,645			201,805			4,026,450
Basic and diluted net loss per share, Common Stock		(0.12	)		(0.48	)		(0.60	)
Cash Flow Statement for the Year Ended December 31, 2019 (audited)
Net income	$	101,502		$	1,204,651		$	1,306,153
Change in fair value of warrant liability		—			(1,224,597	)		(1,224,597	)
Transaction costs associated with Initial Public Offering		—			19,946			19,946
Initial classification of Common Stock subject to possible redemption		125,578,180			(3,199,752	)		122,378,428
Change in value of Common Stock subject to possible redemption		102,123			1,224,597			1,326,720
Cash Flow Statement for the Nine Months Ended September 30, 2020 (unaudited)
Net income (loss)	$	191,056		$	(197,516	)	$	(6,460	)
Change in fair value of warrant liability		—			197,516			197,516
Change in value of Common Stock subject to possible redemption		191,055			(197,516	)		(6,461	)
Cash Flow Statement for the Year Ended December 31, 2020 (audited)
Net income (loss)	$	101,076		$	(1,975,156	)	$	(1,874,080	)
Change in fair value of warrant liability		—			1,975,156			1,975,156
Change in value of Common Stock subject to possible redemption		101,067			(1,975,156	)		(1,874,089	)