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Restatement of Previously Issued Financial Statements
6 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
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”).
In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, 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 standard option pricing model. Based on management’s evaluation, the Company’s audit committee 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
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, 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 following table summarizes the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:

 
   
As

Previously
Reported
   
Adjustments
   
As

Restated
 
Balance sheet as of October 2, 2020 (audited)
               
Warrant Liability
  $—     $28,860,000   $28,860,000 
Common Shares Subject to Possible Redemption
   443,244,970    (28,860,000   414,384,970 
Class A Common Shares
   168    288    456 
Additional
Paid-in
Capital
   5,000,853    1,015,507    6,016,360 
Accumulated Deficit
   (2,163   (1,015,795   (1,017,958
Balance sheet as of December 31, 2020 (audited)
               
Warrant Liability
  $—     $65,646,664   $65,646,664 
Common Shares Subject to Possible Redemption
   442,135,795    (65,646,665   376,489,130 
Class A Common Shares
   179    656    835 
Additional
Paid-in
Capital
   6,110,017    37,801,804    43,911,821 
Accumulated Deficit
   (1,111,338   (37,802,459   (38,913,797
Shareholders’ Equity
   5,000,008    1    5,000,009 
Period from July 8, 2020 (inception) to December 31, 2020 (audited)
               
Change in fair value of warrant liability
  $—     $(36,786,664  $(36,786,664
Offering costs allocated to warrant liability
   
 
 
    (1,015,795   (1,015,795
Net loss
   (1,111,338   (37,802,459   (38,913,797
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption
   44,324,497    (2,886,000   41,438,497 
Basic and diluted net loss per common share, common stock subject to possible redemption
   —      —      —   
Basic and diluted weighted average shares outstanding,
non-redeemable
common stock
   11,775,126    1,613,292    13,388,418 
Basic and diluted net loss per common share,
non-redeemable
common stock
   (0.09   (2.82   (2.91
Statement of cash flows for the period from July 8, 2020 (inception) through December 31, 2020
               
Cash Flows from Operating Activities:
               
Net loss
  $(1,111,338  $(37,802,459  $(38,913,797
Adjustments to reconcile net loss to net cash used in operating activities:
               
Change in fair value of warrant liabilities
   —      36,786,664    36,786,664 
Non-Cash
Investing and Financing Activities:
               
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities
   —      28,860,000    28,860,000 
Statement of changes in stockholders’ equity for the period from July 8, 2020 (inception) through December 31, 2020
               
Class A common stock:
               
Shares of Class A common stock subject to possible redemption
   (44,213,441   6,564,646    (37,648,795
Class A common stock subject to possible redemption
  $(4,421  $656   $(3,765
Additional
Paid-in
Capital:
               
Sale of 46,000,000 Units, net of underwriting discounts
   434,217,541    (16,924,205   417,293,336 
Contribution in excess of fair value of Private Placement Warrants
   —      3,080,000    3,080,000 
Sale of 9,333,333 Private Placement Warrants
   14,000,000    (14,000,000   —   
Class A common stock subject to possible redemption
   (442,131,374   65,646,009    (376,485,365
Accumulated Deficit:
               
Net loss
   (1,111,338   (37,802,459   (38,913,797
Total Stockholders’ Equity:
               
Sale of 46,000,000 Units, net of underwriting discounts
   434,222,141    (16,924,205   417,297,936 
Contribution in excess of fair value of Private Placement Warrants
   —      3,080,000    3,080,000 
Sale of 9,333,333 Private Placement Warrants
   14,000,000    (14,000,000   —   
Class A common stock subject to possible redemption
   (442,135,795   65,646,665    (376,489,130
Net loss
   (1,111,338   (37,802,459   (38,913,797