Restatement of Previously Issued Financial Statements

7 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 Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

On April 12, 2021, the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. Following the SEC Staff Statement, the Company’s management further evaluated the 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 and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares 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. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the 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 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 warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash flows or cash.

	As
	Previously						As
	Reported			Adjustments			Restated
Balance sheet as of August 20, 2020
Warrant Liability	$	—		$	30,645,000		$	30,645,000
Common Stock Subject to Possible Redemption		285,817,300			(30,645,000	)		255,172,300
Common Stock		1,004			306			1,310
Additional Paid-in Capital		5,000,015			4,306,214			9,306,210
Accumulated Deficit		(1,013	)		(4,306,520	)		(4,307,533	)
Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—		$	33,198,921		$	33,198,921
Common Stock Subject to Possible Redemption		300,465,469			(33,198,921	)		271,266,548
Common Stock		949			332			1,281
Additional Paid-in Capital		5,124,471			5,029,540			10,154,011
Accumulated Deficit		(125,414	)		(5,029,872	)		(5,155,286	)
Balance sheet as of December 31, 2020
Warrant Liability	$	—		$	147,602,681		$	147,602,681
Common Stock Subject to Possible Redemption		303,078,515			(147,602,683	)		155,475,83
Common Stock		963			1,476			2,439
Additional Paid-in Capital		6,511,411			119,432,158			125,943,569
Accumulated Deficit		(1,512,369	)		(119,433,632	)		(120,946,001	)
Shareholder’s Equity		5,000,001			6			5,000,007
Period from May 27, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	723,352		$	723,532
Transaction costs allocable to warrant liability within formation and operational costs		—			4,306,520			4,306,520
Net loss		(125,414	)		(5,029,872	)		(5,155,286	)
Weighted average common shares subject to possible redemption outstanding, basic and diluted		30,138,480			(3,216,303	)		26,922,176
Weighted average non-redeemable common shares outstanding, basic and diluted		8,111,107			(2,799,035	)		5,312,072
Basic and diluted net loss per share, nonredeemable common stock		(0.02	)					(0.97	)
Period from May 27, 2020 (inception) to December 31, 2020
Change in fair value of warrant liability	$	—		$	115,127,112		$	115,127,112
Transaction costs allocable to warrant liability within formation and operational costs		—			4,306,520			4,306,520
Net loss		(1,512,369	)		(119,433,632	)		(120,946,001	)
Weighted average common shares subject to possible redemption outstanding, basic and diluted		30,351,355			(3,287,735	)		27,063,620
Weighted average non-redeemable common shares outstanding, basic and diluted		8,691,291			2,005,636			10,696,927
Basic and diluted net loss per share, nonredeemable common stock		(0.18	)					(11.31	)
Cash Flow Statement for the Period from May 27, 2020 (inception) to December 31, 2020
Net loss	$	(1,512,369	)	$	(119,433,632	)	$	(120,946,001	)
Change in fair value of warrant liabilities		—			115,127,112			115,127,112
Share-based compensation for warrant liabilities		—			3,092,846			3,092,846
Transaction costs allocable to warrant liabilities		—			1,213,674			1,213,674
Initial classification of warrant liabilities		—			32,475,569			32,475,569