On January 4, 2021 (the
“Closing Date”), subsequent to the end of the fiscal year ended December 31, 2020, the fiscal year to which this Annual Report
on Form 10-K/A relates, BM Technologies Inc. (f/k/a Megalith Financial Acquisition Corp.), a Delaware corporation (the “Company”),
consummated its previously announced business combination (as defined below), pursuant to which the Company acquired BankMobile Technologies,
Inc. (“BankMobile”) (such acquisition is referred to as the “business combination”). In connection with the closing
of the business combination (the “Closing”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”)
between the Company, MFAC Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiary of the Company (“Merger Sub”),
BankMobile, Customers Bank and Customers Bancorp Inc., Merger Sub merged with BankMobile, with the Merger Sub surviving the merger as
a wholly-owned subsidiary of the Company named BMTX, Inc., and in connection therewith the Company changed its name to BM Technologies,
Inc. (the “Merger”). BM Technologies, Inc. is filing this Amendment No.1 to Form 10-K (this “Amendment” or “Form
10-K/A”) for the year ended December 31, 2020 originally filed with the Securities and Exchange Commission (“SEC”)
on March 31, 2021 by the Company (the “Original Filing”). This Amendment restates the Company’s previously issued consolidated
financial statements and related footnote disclosures as of and for the years ended December 31, 2020 and 2019 and the interim periods
ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, and September 30, 2020. See Note 9, Restatement
of Previously Issued Consolidated Financial Statements, in Item 15, Exhibits, Financial Statements and Financial Statement Schedules,
for additional information.
In connection with the
restatement, management has re-evaluated the effectiveness of Megalith’s disclosure controls and procedures and internal control
over financial reporting as of December 31, 2020 and 2019. As a result of that assessment and in light of the SEC Statement, management
has concluded that Megalith’s disclosure controls and procedures and internal controls over financial reporting were not effective
as of December 31, 2020, due to material weakness in Megalith’s internal control over financial reporting related to accounting
for warrants. For a discussion of management’s consideration of Megalith’s disclosure controls and procedures, internal controls
over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this
Report.
Except for the foregoing
amended and/or restated information required to reflect the effects of the restatement of the financial statements for the Relevant Period,
and applicable cross-references within this report and the certifications of management attached as exhibits hereto, this Amendment does
not amend, update, or change any other items or disclosures contained in the Original Filing. This report continues to describe conditions
as of the date of the Original Filing, and the disclosures herein have not been updated to reflect events, results or developments that
have occurred after the date of the original Filing, or to modify or update those disclosures affected by subsequent events, including
the closing of the Business Combination. Accordingly, forward looking statements included in this report represent management’s
views as of the date of the Original Filing and should not be assumed to be accurate as of any date thereafter. This Amendment should
be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the Original Filing date.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations
BM
Technologies, Inc. (formerly known as Megalith Financial Acquisition Corp.) (the “Company”) was incorporated in Delaware
on November 13, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
Business
Combination
On
January 4, 2021 the Company consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated
as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania
corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania
corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers
Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank.
Business
Prior to the Business Combination
All
business activity of the Company through December 31, 2020 related to the Company’s formation and Initial Public Offering, which
is described below, searching for a business target and consummation of the Business Combination. The Company did not generate any operating
revenues through the completion of the Business Combination. The Company did generate non-operating income in the form of interest income
earned on marketable securities from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s
initial public offering (“Initial Public Offering”) was declared effective on August 23, 2018. On August 28, 2018, the Company
consummated the Initial Public Offering of 15,000,000 units (“Units”) with respect to the Class A Common Stock included in
the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed
in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 6,560,000 warrants (“Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, MFA Investor Holdings, LLC ($5,810,000)
(the “Sponsor”) and Chardan Capital Markets, LLC ($750,000) (“Chardan”), generating gross proceeds of $6,560,000,
which is described in Note 4.
Offering
costs for the Initial Public Offering amounted to $10,521,211, consisting of $3,192,889 of underwriting fees, $6,771,556 of deferred
underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. As described in Note 5,
the $6,771,556 deferred underwriting fee became payable upon completion of the Business Combination.
Following
the closing of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”)
and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that
holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the Trust Account, as described below.
On
September 21, 2018, the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s
election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of
$19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion
of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the
Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778.
Entry
Into a Materially Definitive Agreement
On
August 6, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company,
MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger Sub”) a wholly-owned subsidiary of the Company, BankMobile
Technologies, Inc., a Pennsylvania corporation (“BankMobile”) and Customers Bank, a Pennsylvania state chartered bank and
the sole stockholder of BankMobile (the “Stockholder”).
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), BankMobile
will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Surviving Corporation”).
The
aggregate consideration to be paid pursuant to the Merger Agreement to the Stockholder will be an amount (the “Merger Consideration”)
equal to: (i) $140,000,000 (the “Enterprise value”), minus (ii) $9,324,323 (“Sponsor Equity Adjustment”), plus
(or minus, if negative) (iii) BankMobile’s net working capital less a target net working capital of $10,000,000, minus (iv) the
aggregate amount of any outstanding indebtedness of BankMobile at Closing, and minus (v) the amount of any unpaid transaction expenses
of BankMobile, the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing.
The
Merger Consideration will consist of cash and stock. The cash portion of the Merger Consideration (“Cash Consideration”)
will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus
(B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds
in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”),
less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference
between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account
Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing;
plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve
in the amount of $5,000,000. The stock portion of the Merger Consideration consists of a number of shares of the Company’s Class
A common stock (the “Merger Consideration Shares”) with an aggregate value equal to (the “Merger Consideration Share
Amount”) (a) the Merger Consideration, minus (b) the Cash Consideration, with the Stockholder receiving a number of shares of the
Company Class A common stock equal to the Merger Consideration Share Amount, divided by $10.38 (the “Per Share Price”).
The
Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the net working capital, the outstanding
indebtedness of BankMobile and any unpaid transaction expenses of BankMobile, as of the Closing Date. If the adjustment is a negative
adjustment in favor of the Company, the Stockholder will deliver to the Company a number of shares of Class A common stock of the Company
with a value equal to the absolute value of the adjustment amount (with each share valued at the Per Share Price). If the adjustment
is a positive adjustment in favor of BankMobile, the Company will issue to the Stockholder an additional number of shares of Class A
common stock of the Company with a value equal to the adjustment amount (with each share valued at the Per Share Price). The Merger Consideration
is also subject to reduction for the indemnification obligations of the Stockholder.
On
November 2, 2020, the Company entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”)
with the other parties to the Agreement and Plan of Merger, dated as of August 6, 2020 (the “Original Agreement”, and as
amended, including by the First Amendment, the “Merger Agreement”), by and among, the Company, MFAC Merger Sub Inc., a Pennsylvania
corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile, and Customers Bank, a Pennsylvania state
chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and with Customers Bancorp, a Pennsylvania corporation
and the sole shareholder of Customers Bank (“Customers Bancorp”).
The
Original Agreement provided that a portion of the consideration payable to Customers Bank in the Proposed Transaction was to be paid
in shares (the “Merger Consideration Shares”) of the Company’s Class A common stock to Customers Bank. Pursuant to
the First Amendment, the Original Agreement was amended to provide that (i) Customers Bancorp would become a party to the Merger Agreement,
(ii) the Merger Consideration Shares will now be issued to the stockholders of Customers Bancorp, and (iii) Customers Bancorp may at
its discretion, upon written notice to the Company, redirect or reallocate the distribution of the Merger Consideration Shares at any
time prior to the closing of the Proposed Transaction (the “Closing”) to other parties. Additionally, the Original Agreement
was amended to provide that, subject to certain exceptions, there will be restrictions on the sale or transfer of the Merger Consideration
Shares for a period of twelve months after the Closing, rather than for a period of 180 days after the Closing as contemplated by the
Lock-Up Agreement attached to the Original Agreement.
Going
Concern and Liquidity
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” the Company had until January 4, 2021 to consummate one or more business combinations, meeting certain conditions,
or else it would cease all operations except for the purpose of liquidating. The Company closed a qualified business combination on January
4, 2021. Management had initially determined that the mandatory liquidation, should a business combination not occur, and potential subsequent
dissolution raised substantial doubt about the Company’s ability to continue as a going concern. Given that the Company underwent
the business combination on January 4, 2021, the conditions raising substantial doubt concerning the Company’s ability to continue
as a going concern have been alleviated.
Restatement
of Previously Issued Annual Financial Statements
The
Company has restated its financial statements as of December 31, 2020, for the years ended December 31, 2020 and December 31, 2019, as
well as the unaudited financial statements for the three month periods ended March 31, 2020 and 2019, the three and six month periods
ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those
prior periods primarily related to misstatements identified in improperly applying accounting guidance for warrants, recognizing them
as equity instead of a warrant liability, under the guidance of ASC 815-40, Contracts in Entity’s Own Equity, and not properly
accounting for the entire amount of redeemable common shares as temporary equity carried at redemption value in accordance with the guidance
in ASC 480.
See
Note 9 - Restatement of Previously Issued Financial Statements for additional information regarding the errors identified and the restatement
adjustments made to the financial statements
Note
2 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and MFAC Merger Sub Inc., its wholly owned subsidiary.
All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification
Certain
amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period
consolidated financial statements. These reclassifications had no effect on the previously reported net income.
Emerging
Growth Company
The
Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected
not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard.
This
may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Cash
and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2020 and 2019.
Redeemable
Common Stock
As
discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public
stockholders outstanding contained a redemption feature which allows for the redemption of Class A common stock under the Company’s
liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”)
Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within
the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve
the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26,
2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination
from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business
combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In
connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate
total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock
were redeemed for an approximate total value of $5.6 million
The
Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end
of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected
by charges against additional paid in capital. If additional paid in capital is reduced to zero, any additional charges are applied against
accumulated deficit.
Accordingly,
at December 31, 2020, 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside
of permanent equity at approximately $10.10 per share. At December 31, 2019, 15,421,314 shares of Class A common stock
included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share.
Offering
Costs
Offering
costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering
costs amounting to $9,910,981 were charged to stockholders’ equity and $610,230 allocated to the issuance of warrant liability
were charged to statement of operations.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company
has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets,
primarily due to their short-term nature.
Net
Income (Loss) Per Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per
share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding
for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to
purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion
would be anti-dilutive under the treasury stock method.
The
Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner
similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by
dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and
franchise taxes of $497,748 and $988,018 by the weighted average number of shares of Class A common stock outstanding for the years ended
December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated
by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common
stock outstanding for the period.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.
Warrants
The
Company accounts for warrants issued in accordance with the guidance contained in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification Topic 815, “Derivatives and Hedging,” under which the warrants for shares of the Company’s
common stock that are not indexed to its own stock do not meet the criteria for equity treatment and must be recorded as derivative liabilities.
Accordingly, warrants are classified as liabilities at their fair value and adjusted at each reporting period. Any change in fair value
is recognized as a component of other income (expense), net on the Statement of Operations. Adjustment of liability for changes in fair
value will be continued until the earlier of the expiration or exercise of the common stock warrants. At that time, the portion of the
warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Income
Taxes
The Company follows the
asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For the years ended
December 31, 2020 and 2019, the change in the valuation allowance was $422,225, and $125,871, respectively.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and
as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception.
Deferred
tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities,
using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the
year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax
rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible.
The
total provision for income taxes is comprised of the following for the years ended:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Current
Expense
|
|
|
297,748
|
|
|
|
788,018
|
|
Deferred
Expense
|
|
|
(422,225
|
)
|
|
|
(125,871
|
)
|
Change
in Valuation Allowance
|
|
|
422,225
|
|
|
|
125,871
|
|
Total
Income Tax Expense
|
|
|
297,748
|
|
|
|
788,018
|
|
The
net deferred tax assets and liabilities in the accompanying balance sheets included the following components:
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
Deferred
tax assets
|
|
$
|
657,341
|
|
|
$
|
235,116
|
|
Deferred
tax liabilities
|
|
|
-
|
|
|
|
-
|
|
Valuation
allowance for deferred tax assets
|
|
|
(657,341
|
)
|
|
|
(235,116
|
)
|
Net
deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows:
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
Capitalized
expenses before business combination
|
|
$
|
657,341
|
|
|
$
|
235,116
|
|
Valuation
allowance for deferred tax assets
|
|
|
(657,341
|
)
|
|
|
(235,116
|
)
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management
considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.
After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future
realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2020 and 2019, the
valuation allowance was $657,341 and $235,116, respectively.
A
reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Statutory
federal income tax rate
|
|
|
21.0
|
%
|
|
|
21
|
%
|
Change
in fair value of derivative warrant liabilities
|
|
|
-20.8
|
%
|
|
|
-7.92
|
%
|
State
taxes, net of federal tax benefit
|
|
|
0
|
%
|
|
|
0
|
%
|
Valuation
allowance
|
|
|
-0.6
|
%
|
|
|
2.5
|
%
|
Income
tax (benefit) expense
|
|
|
-0.4
|
%
|
|
|
15.6
|
%
|
Recent
Accounting Pronouncements
The
Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently
adopted, would have a material effect on the Company’s consolidated financial statements.
Trust
Account
The
Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting
the conditions of Rule 2a-7 of the Investment Company Act.
The
Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and
franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be
released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered
in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination
within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination
within the Combination Period.
Note
3 — Initial Public Offering and Private Placement
Pursuant
to the Initial Public Offering, the Company sold 16,928,889 units at a price of $10.00 per Unit. Each Unit consists of one share of Class
A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one redeemable
warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock
at a price of $11.50 per share, subject to adjustment (see Note 6).
Note
4 — Related Party Transactions
Founder
Shares
On
November 13, 2017, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B Common Stock,
par value $0.0001 (“Class B Common Stock”) for an aggregate price of $25,000. The Founder Shares converted into Class A common
stock upon consummation of the Merger on a one-for-one basis.
The
Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the 45-day over-allotment option was not exercised
in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder
Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.
The
Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if
the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property.
Private
Placement Warrants
Concurrently
with the closing of the Initial Public Offering, the Sponsor and Chardan purchased an aggregate of 6,560,000 Private Placement Warrants
at a price of $1.00 per Private Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of
$6,560,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per
share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances
of equity or equity-linked securities). Concurrently with the underwriter’s partial exercise of the over-allotment, the Company
consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement
Unit generating gross proceeds of $385,778. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial
Public Offering and the underwriter’s partial exercise of the over-allotment are held in the Trust Account.
Registration
Rights
The
holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any,
are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A
Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback”
registration rights.
The
holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any,
are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common
Stock) pursuant to a registration rights agreement dated August 23, 2018. These holders are entitled to certain demand and “piggyback”
registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Related
Party Loans
On
November 27, 2017, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial
Public Offering pursuant to a promissory note, amended and restated on June 30, 2018 (the “Note”). This loan was non-interest
bearing and payable on the earlier of December 31, 2018 or as soon as practical after the Initial Public Offering. The Company had drawn
$2,000 on the Note as of December 31, 2017 and had borrowed an additional $105,500 in 2018. The Company fully repaid these amounts to
the Sponsor in September 2018.
Support
Services
The
Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates
a Business Combination, it will make such office space, as well as certain administrative and support services, available to the Company,
as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $2,000 per month for such office
space, administrative and support services. The Company ceased paying for the office space in October 2020. For the years ending December
31, 2020 and 2019, the total support services costs were $20,000 and $24,000, respectively.
The
Company agreed to pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation
of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering.
The Company ceased paying the President on approximately November 15, 2020. The total amount paid to this entity was $165,384 and $200,000
for the two years in the period ended December 31, 2020, respectively.
Note
5 – Commitments and Contingencies
Underwriting
Agreement
The
Company had granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the
Initial Public Offering price less the underwriting discounts and commissions. On September 21, 2018, the underwriters exercised a partial
exercise of their overallotment option and purchased 1,928,889 units at a purchase price of $10.00 per unit.
The
underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of
the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In
addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the
aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment
option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note
6 – Warrants
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will expire on January 4, 2026 or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares
of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares
of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant
will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption from registration is available.
The
Company agreed to as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, use
its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and
to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding
the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable
blue sky laws to the extent an exemption is not available.
The
Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):
|
●
|
in whole and not in part;
|
|
●
|
at a price of $0.01
per warrant;
|
|
●
|
upon a minimum of 30 days’
prior written notice of redemption to each warrant holder; and
|
|
●
|
if, and only if, the
reported last sale price of the Company’s Class A common stock equals or exceeds $24.00 per share for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders.
|
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
In
addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common
stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at
an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue
price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the
volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior
to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.50 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value.
The
Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock
issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable
so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants
are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants.
Accounting
for Warrants – The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with
the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does
not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not
all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants
must be recorded as derivative liability.
Additionally,
certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair
value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered
indexed to the Company’s own stock and not eligible for an exception from derivative accounting.
The
accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of
the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value.
The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liability
is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair
value, with the change in fair value recognized in the Company’s Statements of Operations. The Company will reassess the classification
of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will
be reclassified as of the date of the event that causes the reclassification.
Note
7 — Stockholders’ Equity
Common
Stock
Class
A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $0.0001
per share. At December 31, 2020 and 2019, there were 0 and 1,507,575 (excluding 1,415,287 and 16,177,739 shares of Class A Common Stock
subject to possible redemption) shares of Class A Common Stock issued and outstanding, respectively.
Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.0001
per share. Holders of Class B Common Stock are entitled to one vote for each share. As of December 31, 2020 and 2019, there were 4,232,222
shares of Class B Common Stock outstanding after giving effect to the forfeiture of 80,278 shares to the Company by the Sponsor for no
consideration since the underwriters’ 45-day over-allotment option was not exercised in full, so that the Initial Stockholders
collectively own 20% of the Company’s issued and outstanding Common Stock after the Initial Public Offering.
Holders
of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders
except as required by law.
The
shares of Class B Common Stock were automatically converted into Class A common stock at the time of a Merger on a one-for-one basis.
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As December 31, 2020 and
2019, there were no shares of preferred stock issued or outstanding.
Private
Placement — In connection with the proposed merger between Megalith and BankMobile (the “Merger”), Megalith
entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “PIPE Investors”),
pursuant to which the Company agreed to issue and sell to the PIPE Investors approximately $20,000,000 of Class A common stock immediately
prior to closing of the Merger (the “PIPE Investment”). The PIPE Investment is conditioned on the concurrent closing of the
merger and other customary closing conditions, as such was recorded as a liability at December 31, 2020. The proceeds from the PIPE Investment
were placed in an escrow account and were used to fund a portion of the cash consideration for the Merger on January 4, 2021.
In
connection with the Private Placement, the Sponsor, the Company, and a PIPE Investor entered into an agreement (“Agreement to Transfer
Sponsor Securities”), pursuant to which the Sponsor will transfer 178,495 founder shares and 1,311,501 private placement warrants
to the PIPE Investor, unless such transfer would trigger a warrant price adjustment under the warrant agreement. After the Closing until
the PIPE Investor, its affiliates or managed funds collectively hold less than 15% of the issued and outstanding common stock of the
Company.
Note
8 —Fair Value Measurement
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level
3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December
31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities in Trust Account
|
|
1
|
|
|
$
|
27,713,815
|
|
|
$
|
175,410,617
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Public
Warrants
|
|
1
|
|
|
$
|
49,093,778
|
|
|
$
|
5,417,244
|
|
Private
Placement Warrants
|
|
2
|
|
|
$
|
26,880,161
|
|
|
$
|
2,222,649
|
|
There were no transfers
between different levels of the valuation hierarchy during the years ended December 31, 2020 or 2019. Transfer to/from Levels 1, 2, and
3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
Public
prices are used as valuation inputs for both the public and private warrants.
Note
9 — Restatement of Previously Issued Financial Statements
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”). Specifically, the SEC Statement focused in part on provisions
in warrant agreements that provide for settlement of cash in a tender offer that is different than the underlying stock and the potential
changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not
an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified
in equity and thus the warrant should be classified as a liability.
As
a result of the SEC Statement, the Company reevaluated the accounting treatment of the public warrants and the private placement warrants
issued in connection with the Company’s initial public offering that were originally recorded as equity. Because these warrants
contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, and have the tender
offer provisions that could preference one of our two classes of stock in the event of such tender offer, these warrants should have
been recorded at fair value as a liability in the Company’s consolidated balance sheet.
Accordingly,
due to this restatement, the public warrants and the private placement warrants are now classified as a liability on the Company’s
balance sheet at December 31, 2020 and December 31, 2019 and related interim periods. These warrants are measured at fair value initially
and subsequently at each reporting date with changes in the fair value recognized as a gain or loss in the Company’s statements
of operations. These warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting impact
relating to changes in the fair value of these warrants.
The
Company’s management has concluded it is appropriate to restate (i) the Company’s previously issued audited financial statements
as of December 31, 2020 and December 31, 2019, as previously reported in its Form 10-K and (ii) quarterly unaudited financial statements
for the quarterly periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020.
The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements
herein.
The
impact of this correction to the applicable reporting periods for the financial statement line items impacted are presented as of and
for the years ended December 31, 2020 and 2019.
The
following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods
as previously reported to the restated amounts.
The Restatement Adjustments
below reflect the entries to record the liability for the Public and Private Warrants issued as part of Megalith Financial Acquisition
Corp.’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability
at the end of each period presented. The fair value of the Public and Private Warrants was $13.8 million and $9.5 million at the initial
offering and December 31, 2018, respectively. In addition, it was determined an expense of approximately $0.6 million was incurred related
to costs directly associated with the issuance of the Public Warrants. These effects are reflected in the restated equity balances at
January 1, 2019. For each subsequent quarter and year end, the liability was revalued and the change in fair value reflected in “Change
in fair value of warrant liability” in the Statement of Operations.
|
|
December
31, 2020
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
43,178
|
|
|
$
|
-
|
|
|
$
|
43,178
|
|
Prepaid
expenses and other assets
|
|
|
40,672
|
|
|
|
-
|
|
|
|
40,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
83,850
|
|
|
|
-
|
|
|
|
83,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities held in trust account
|
|
|
27,713,815
|
|
|
|
-
|
|
|
|
27,713,815
|
|
Escrow
for private placement
|
|
|
20,002,872
|
|
|
|
-
|
|
|
|
20,002,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
47,716,687
|
|
|
|
-
|
|
|
|
47,716,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
47,800,537
|
|
|
|
-
|
|
|
|
47,800,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,656,199
|
|
|
|
-
|
|
|
|
1,656,199
|
|
Private
placement received in advance
|
|
|
20,002,872
|
|
|
|
-
|
|
|
|
20,002,872
|
|
Income
taxes payable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Franchise
taxes payable
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
Due
to affiliates
|
|
|
45,000
|
|
|
|
-
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
21,734,071
|
|
|
|
-
|
|
|
|
21,734,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant
Liability
|
|
|
-
|
|
|
|
75,973,939
|
|
|
|
75,973,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
6,771,556
|
|
|
|
75,973,939
|
|
|
|
82,745,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
28,505,627
|
|
|
|
75,973,939
|
|
|
|
104,479,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 shares at redemption value of $10.10 per share at December 31, 2020
|
|
|
14,294,907
|
|
|
|
12,486,394
|
|
|
|
26,781,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 2,651,614 shares subject to possible redemption), as of December 31, 2020
|
|
|
124
|
|
|
|
(124
|
)
|
|
|
-
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2020
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional
paid-in capital
|
|
|
3,233,443
|
|
|
|
(3,233,443
|
)
|
|
|
-
|
|
Retained
earnings (accumulated deficit)
|
|
|
1,766,013
|
|
|
|
(85,226,766
|
)
|
|
|
(83,460,753
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
5,000,003
|
|
|
|
(88,460,333
|
)
|
|
|
(83,460,330
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
47,800,537
|
|
|
$
|
0
|
|
|
$
|
47,800,537
|
|
|
|
December
31, 2019
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
482,665
|
|
|
$
|
-
|
|
|
$
|
482,665
|
|
Prepaid
expenses and other assets
|
|
|
37,571
|
|
|
|
-
|
|
|
|
37,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
520,236
|
|
|
|
-
|
|
|
|
520,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities held in trust account
|
|
|
175,410,617
|
|
|
|
-
|
|
|
|
175,410,617
|
|
Escrow
for private placement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
175,410,617
|
|
|
|
-
|
|
|
|
175,410,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
175,930,853
|
|
|
|
-
|
|
|
|
175,930,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
111,968
|
|
|
|
-
|
|
|
|
111,968
|
|
Private
placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
taxes payable
|
|
|
572,160
|
|
|
|
-
|
|
|
|
572,160
|
|
Franchise
taxes payable
|
|
|
80,000
|
|
|
|
-
|
|
|
|
80,000
|
|
Due
to affiliates
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
764,128
|
|
|
|
-
|
|
|
|
764,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant
Liability
|
|
|
-
|
|
|
|
7,639,893
|
|
|
|
7,639,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
6,771,556
|
|
|
|
7,639,893
|
|
|
|
14,411,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
7,535,684
|
|
|
|
7,639,893
|
|
|
|
15,175,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 15,421,314 shares at redemption value of $10.10 per share at December 31, 2019
|
|
|
163,395,164
|
|
|
|
(7,639,888
|
)
|
|
|
155,755,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,507,575 shares issued and outstanding (excluding 15,421,314 shares subject to possible redemption), as of December 31, 2019
|
|
|
76
|
|
|
|
75
|
|
|
|
151
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2019
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional
paid-in capital
|
|
|
2,342,794
|
|
|
|
(2,342,794
|
)
|
|
|
-
|
|
Retained
earnings (accumulated deficit)
|
|
|
2,656,712
|
|
|
|
2,342,714
|
|
|
|
4,999,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
5,000,005
|
|
|
|
(5
|
)
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
175,930,853
|
|
|
$
|
0
|
|
|
$
|
175,930,853
|
|
|
|
For
the year ended December 31, 2020
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
292,252
|
|
|
$
|
-
|
|
|
$
|
292,252
|
|
Legal
and professional fees
|
|
|
1,532,958
|
|
|
|
-
|
|
|
|
1,532,958
|
|
Franchise
tax
|
|
|
200,000
|
|
|
|
-
|
|
|
|
200,000
|
|
Support
services - related party
|
|
|
185,384
|
|
|
|
-
|
|
|
|
185,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
2,210,594
|
|
|
|
-
|
|
|
|
2,210,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
212,129
|
|
|
|
-
|
|
|
|
212,129
|
|
Change
in fair value of warrant liability
|
|
|
|
|
|
|
(68,334,046
|
)
|
|
|
(68,334,046
|
)
|
Interest
income on investments held in Trust Account
|
|
|
1,405,514
|
|
|
|
-
|
|
|
|
1,405,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other income
|
|
|
1,617,643
|
|
|
|
(68,334,046
|
)
|
|
|
(66,716,403
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) BEFORE PROVISION FOR INCOME TAXES
|
|
|
(592,951
|
)
|
|
|
(68,334,046
|
)
|
|
|
(68,926,997
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
297,748
|
|
|
|
-
|
|
|
|
297,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(890,699
|
)
|
|
$
|
(68,334,046
|
)
|
|
$
|
(69,224,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding of Class A common stock
|
|
|
8,655,806
|
|
|
|
-
|
|
|
|
8,655,806
|
|
Basic
and diluted net income per share, Class A
|
|
$
|
0.13
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic
and diluted net loss per share, Class B
|
|
$
|
(0.48
|
)
|
|
$
|
(16.14
|
)
|
|
$
|
(16.62
|
)
|
|
|
For
the year ended December 31, 2019
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
155,854
|
|
|
$
|
-
|
|
|
$
|
155,854
|
|
Legal
and professional fees
|
|
|
219,533
|
|
|
|
-
|
|
|
|
219,533
|
|
Franchise
tax
|
|
|
200,000
|
|
|
|
-
|
|
|
|
200,000
|
|
Support
services - related party
|
|
|
224,000
|
|
|
|
-
|
|
|
|
224,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
799,387
|
|
|
|
-
|
|
|
|
799,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change
in fair value of warrant liability
|
|
|
|
|
|
|
1,909,973
|
|
|
|
1,909,973
|
|
Interest
income on investments held in Trust Account
|
|
|
3,950,927
|
|
|
|
-
|
|
|
|
3,950,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other income
|
|
|
3,950,927
|
|
|
|
1,909,973
|
|
|
|
5,860,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) BEFORE PROVISION FOR INCOME TAXES
|
|
|
3,151,540
|
|
|
|
1,909,973
|
|
|
|
5,061,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
788,018
|
|
|
|
-
|
|
|
|
788,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME
|
|
$
|
2,363,522
|
|
|
$
|
1,909,973
|
|
|
$
|
4,273,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic
and diluted net income per share, Class A
|
|
$
|
0.18
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic
and diluted net loss per share, Class B
|
|
$
|
(0.14
|
)
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
|
|
For
the year ended December 31, 2020
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(890,699
|
)
|
|
$
|
(68,334,046
|
)
|
|
$
|
(69,224,745
|
)
|
Adjustments
to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
earned in Trust Account
|
|
|
(1,405,514
|
)
|
|
|
-
|
|
|
|
(1,405,514
|
)
|
Other
income remitted directly to Trust Account
|
|
|
(212,129
|
)
|
|
|
-
|
|
|
|
(212,129
|
)
|
Change
in fair value of warrant liability
|
|
|
-
|
|
|
|
68,334,046
|
|
|
|
68,334,046
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses and other assets
|
|
|
(3,101
|
)
|
|
|
-
|
|
|
|
(3,101
|
)
|
Accounts
payable
|
|
|
1,544,231
|
|
|
|
-
|
|
|
|
1,544,231
|
|
Income
taxes payable
|
|
|
(572,160
|
)
|
|
|
-
|
|
|
|
(572,160
|
)
|
Franchise
taxes payable
|
|
|
(50,000
|
)
|
|
|
-
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in operating activities
|
|
|
(1,589,372
|
)
|
|
|
-
|
|
|
|
(1,589,372
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
released from Trust Account for Class A common stock redemptions
|
|
|
148,155,560
|
|
|
|
-
|
|
|
|
148,155,560
|
|
Cash
moved to escrow from private placement received in advance
|
|
|
(20,002,872
|
)
|
|
|
-
|
|
|
|
(20,002,872
|
)
|
Investment
income released from Trust Account to pay taxes
|
|
|
1,104,885
|
|
|
|
-
|
|
|
|
1,104,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by financing activities
|
|
|
129,257,573
|
|
|
|
-
|
|
|
|
129,257,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
used for Class A common stock redemptions
|
|
|
(148,155,560
|
)
|
|
|
-
|
|
|
|
(148,155,560
|
)
|
Proceeds
from private placement received in advance
|
|
|
20,002,872
|
|
|
|
-
|
|
|
|
20,002,872
|
|
Proceeds
from due to affiliates
|
|
|
45,000
|
|
|
|
-
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in financing activities
|
|
|
(128,107,688
|
)
|
|
|
-
|
|
|
|
(128,107,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH
|
|
|
(439,487
|
)
|
|
|
-
|
|
|
|
(439,487
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING OF YEAR
|
|
|
482,665
|
|
|
|
-
|
|
|
|
482,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
END OF YEAR
|
|
$
|
43,178
|
|
|
$
|
-
|
|
|
$
|
43,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in value of Class A common stock subject to possible redemption
|
|
$
|
(149,100,257
|
)
|
|
$
|
20,126,283
|
|
|
$
|
(128,973,974
|
)
|
Supplemental
cash flow disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$
|
904,885
|
|
|
$
|
-
|
|
|
$
|
904,885
|
|
|
|
For
the year ended December 31, 2019
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
2,363,522
|
|
|
$
|
1,909,973
|
|
|
$
|
4,273,495
|
|
Adjustments
to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
earned in Trust Account
|
|
|
(3,950,927
|
)
|
|
|
-
|
|
|
|
(3,950,927
|
)
|
Other
income remitted directly to Trust Account
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change
in fair value of warrant liability
|
|
|
-
|
|
|
|
(1,909,973
|
)
|
|
|
(1,909,973
|
)
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses and other assets
|
|
|
34,298
|
|
|
|
-
|
|
|
|
34,298
|
|
Accounts
payable
|
|
|
(146,591
|
)
|
|
|
-
|
|
|
|
(146,591
|
)
|
Income
taxes payable
|
|
|
355,314
|
|
|
|
-
|
|
|
|
355,314
|
|
Franchise
taxes payable
|
|
|
(120,000
|
)
|
|
|
-
|
|
|
|
(120,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in operating activities
|
|
|
(1,464,384
|
)
|
|
|
-
|
|
|
|
(1,464,384
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
released from Trust Account for Class A common stock redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash
moved to escrow from private placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Investment
income released from Trust Account to pay taxes
|
|
|
754,104
|
|
|
|
-
|
|
|
|
754,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by financing activities
|
|
|
754,104
|
|
|
|
-
|
|
|
|
754,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
used for Class A common stock redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds
from private placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds
from due to affiliates
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH
|
|
|
(710,280
|
)
|
|
|
-
|
|
|
|
(710,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING OF YEAR
|
|
|
1,192,945
|
|
|
|
-
|
|
|
|
1,192,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
END OF YEAR
|
|
$
|
482,665
|
|
|
$
|
-
|
|
|
$
|
482,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in value of Class A common stock subject to possible redemption
|
|
$
|
2,363,521
|
|
|
$
|
1,909,974
|
|
|
$
|
4,273,495
|
|
Supplemental
cash flow disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$
|
432,704
|
|
|
$
|
-
|
|
|
$
|
432,704
|
|
The
following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as
of March 31, 2020, June 30,2020, September 30, 2020, March 31, 2019, June 30, 2019 and September 30, 2019.
|
|
March
31, 2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
311,303
|
|
|
$
|
-
|
|
|
$
|
311,303
|
|
Prepaid
expenses and other assets
|
|
|
26,946
|
|
|
|
-
|
|
|
|
26,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
338,249
|
|
|
|
-
|
|
|
|
338,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities held in trust account
|
|
|
176,763,122
|
|
|
|
-
|
|
|
|
176,763,122
|
|
Escrow
for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
176,763,122
|
|
|
|
-
|
|
|
|
176,763,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
177,101,371
|
|
|
|
-
|
|
|
|
177,101,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
122,977
|
|
|
|
-
|
|
|
|
122,977
|
|
Private
placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
taxes payable
|
|
|
845,702
|
|
|
|
-
|
|
|
|
845,702
|
|
Franchise
taxes payable
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Due
to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
1,018,679
|
|
|
|
-
|
|
|
|
1,018,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant
Liability
|
|
|
-
|
|
|
|
5,252,427
|
|
|
|
5,252,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
6,771,556
|
|
|
|
5,252,427
|
|
|
|
12,023,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
7,790,235
|
|
|
|
5,252,427
|
|
|
|
13,042,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 15,748,387 shares at redemption value of $10.10 per share at March 31, 2020
|
|
|
164,311,133
|
|
|
|
(5,252,424
|
)
|
|
|
159,058,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,180,502 shares issued and outstanding (excluding 15,748,387 shares subject to possible redemption), as of March 31, 2020
|
|
|
67
|
|
|
|
51
|
|
|
|
118
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional
paid-in capital
|
|
|
1,426,834
|
|
|
|
(1,426,834
|
)
|
|
|
-
|
|
Retained
earnings
|
|
|
3,572,679
|
|
|
|
1,426,780
|
|
|
|
4,999,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
5,000,003
|
|
|
|
(3
|
)
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
177,101,371
|
|
|
$
|
0
|
|
|
$
|
177,101,371
|
|
|
|
June 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
599,156
|
|
|
$
|
-
|
|
|
$
|
599,156
|
|
Prepaid
expenses and other assets
|
|
|
16,321
|
|
|
|
-
|
|
|
|
16,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
615,477
|
|
|
|
-
|
|
|
|
615,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities held in trust account
|
|
|
33,164,861
|
|
|
|
-
|
|
|
|
33,164,861
|
|
Escrow
for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
33,164,861
|
|
|
|
-
|
|
|
|
33,164,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
33,780,338
|
|
|
|
-
|
|
|
|
33,780,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
221,898
|
|
|
|
-
|
|
|
|
221,898
|
|
Private
placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
taxes payable
|
|
|
271,937
|
|
|
|
-
|
|
|
|
271,937
|
|
Franchise
taxes payable
|
|
|
20,000
|
|
|
|
-
|
|
|
|
20,000
|
|
Due
to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
513,835
|
|
|
|
-
|
|
|
|
513,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant
Liability
|
|
|
-
|
|
|
|
20,054,720
|
|
|
|
20,054,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
6,771,556
|
|
|
|
20,054,720
|
|
|
|
26,826,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
7,285,391
|
|
|
|
20,054,720
|
|
|
|
27,340,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at June 30, 2020
|
|
|
21,494,941
|
|
|
|
10,774,599
|
|
|
|
32,269,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of June 30, 2020
|
|
|
108
|
|
|
|
(108
|
)
|
|
|
-
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2020
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional
paid-in capital
|
|
|
1,671,219
|
|
|
|
(1,671,219
|
)
|
|
|
-
|
|
Retained
earnings (accumulated deficit)
|
|
|
3,328,256
|
|
|
|
(29,157,993
|
)
|
|
|
(25,829,737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
5,000,006
|
|
|
|
(30,829,320
|
)
|
|
|
(25,829,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
33,780,338
|
|
|
$
|
0
|
|
|
$
|
33,780,338
|
|
|
|
September 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
11,009
|
|
|
|
-
|
|
|
$
|
11,009
|
|
Prepaid
expenses and other assets
|
|
|
74,997
|
|
|
|
-
|
|
|
|
74,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
86,006
|
|
|
|
-
|
|
|
|
86,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
securities held in trust account
|
|
|
33,178,146
|
|
|
|
-
|
|
|
|
33,178,146
|
|
Escrow
for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
33,178,146
|
|
|
|
-
|
|
|
|
33,178,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
33,264,152
|
|
|
|
-
|
|
|
|
33,264,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
951,622
|
|
|
|
-
|
|
|
|
951,622
|
|
Private
placement received in advance
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
taxes payable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Franchise
taxes payable
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
Due
to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
981,622
|
|
|
|
-
|
|
|
|
981,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant
Liability
|
|
|
-
|
|
|
|
18,049,387
|
|
|
|
18,049,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
6,771,556
|
|
|
|
18,049,387
|
|
|
|
24,820,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
7,753,178
|
|
|
|
18,049,387
|
|
|
|
25,802,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at September 30, 2020
|
|
|
20,510,971
|
|
|
|
11,758,569
|
|
|
|
32,269,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of September 30, 2020
|
|
|
117
|
|
|
|
(117
|
)
|
|
|
-
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2020
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional
paid-in capital
|
|
|
2,655,181
|
|
|
|
(2,655,181
|
)
|
|
|
-
|
|
Retained
earnings (accumulated deficit)
|
|
|
2,344,282
|
|
|
|
(27,152,659
|
)
|
|
|
(24,808,377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
5,000,003
|
|
|
|
(29,807,957
|
)
|
|
|
(24,807,954
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
33,264,152
|
|
|
$
|
(0
|
)
|
|
$
|
33,264,152
|
|
|
|
March 31, 2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
853,425
|
|
|
$
|
-
|
|
|
$
|
853,425
|
|
Prepaid expenses and other assets
|
|
|
69,446
|
|
|
|
-
|
|
|
|
69,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
922,871
|
|
|
|
-
|
|
|
|
922,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in trust account
|
|
|
173,274,478
|
|
|
|
-
|
|
|
|
173,274,478
|
|
Escrow for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
173,274,478
|
|
|
|
-
|
|
|
|
173,274,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
174,197,349
|
|
|
|
-
|
|
|
|
174,197,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
343,598
|
|
|
|
-
|
|
|
|
343,598
|
|
Private placement received in advance
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Income taxes payable
|
|
|
429,131
|
|
|
|
-
|
|
|
|
429,131
|
|
Franchise taxes payable
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Due to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
822,729
|
|
|
|
-
|
|
|
|
822,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant Liability
|
|
|
-
|
|
|
|
6,684,907
|
|
|
|
6,684,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long term liabilities
|
|
|
6,771,556
|
|
|
|
6,684,907
|
|
|
|
13,456,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,594,285
|
|
|
|
6,684,907
|
|
|
|
14,279,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 15,338,432 shares at redemption value of $10.10 per share at March 31, 2019
|
|
|
161,603,060
|
|
|
|
(6,684,902
|
)
|
|
|
154,918,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,590,457 shares issued and outstanding (excluding 15,338,432 shares subject to possible redemption), as of March 31, 2019
|
|
|
94
|
|
|
|
65
|
|
|
|
159
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional paid-in capital
|
|
|
4,134,879
|
|
|
|
(4,134,879
|
)
|
|
|
-
|
|
Retained earnings
|
|
|
864,608
|
|
|
|
4,134,810
|
|
|
|
4,999,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’
equity
|
|
|
5,000,004
|
|
|
|
(4
|
)
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
$
|
174,197,349
|
|
|
$
|
0
|
|
|
$
|
174,197,349
|
|
|
|
June 30, 2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
429,215
|
|
|
$
|
-
|
|
|
$
|
429,215
|
|
Prepaid expenses and other assets
|
|
|
58,821
|
|
|
|
-
|
|
|
|
58,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
488,036
|
|
|
|
-
|
|
|
|
488,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in trust account
|
|
|
174,189,472
|
|
|
|
-
|
|
|
|
174,189,472
|
|
Escrow for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
174,189,472
|
|
|
|
-
|
|
|
|
174,189,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
174,677,508
|
|
|
|
-
|
|
|
|
174,677,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
247,967
|
|
|
|
-
|
|
|
|
247,967
|
|
Private placement received in advance
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Income taxes payable
|
|
|
324,096
|
|
|
|
-
|
|
|
|
324,096
|
|
Franchise taxes payable
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Due to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
612,063
|
|
|
|
-
|
|
|
|
612,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant Liability
|
|
|
-
|
|
|
|
7,162,400
|
|
|
|
7,162,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long term liabilities
|
|
|
6,771,556
|
|
|
|
7,162,400
|
|
|
|
13,933,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,383,619
|
|
|
|
7,162,400
|
|
|
|
14,546,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 15,359,553 shares at redemption value of $10.10 per share at June 30, 2019.
|
|
|
162,293,880
|
|
|
|
(7,162,391
|
)
|
|
|
155,131,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,569,336 shares issued and outstanding (excluding 15,359,553 shares subject to possible redemption), as of June 30, 2019
|
|
|
87
|
|
|
|
70
|
|
|
|
157
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2019
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional paid-in capital
|
|
|
3,444,067
|
|
|
|
(3,444,067
|
)
|
|
|
-
|
|
Retained earnings
|
|
|
1,555,432
|
|
|
|
3,443,988
|
|
|
|
4,999,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’
equity
|
|
|
5,000,009
|
|
|
|
(9
|
)
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
$
|
174,677,508
|
|
|
$
|
0
|
|
|
$
|
174,677,508
|
|
|
|
September 30, 2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
685,621
|
|
|
$
|
-
|
|
|
$
|
685,621
|
|
Prepaid expenses and other assets
|
|
|
48,196
|
|
|
|
-
|
|
|
|
48,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
733,817
|
|
|
|
-
|
|
|
|
733,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in trust account
|
|
|
174,618,157
|
|
|
|
-
|
|
|
|
174,618,157
|
|
Escrow for private placement
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
174,618,157
|
|
|
|
-
|
|
|
|
174,618,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
175,351,974
|
|
|
|
-
|
|
|
|
175,351,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
236,169
|
|
|
|
-
|
|
|
|
236,169
|
|
Private placement received in advance
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Income taxes payable
|
|
|
448,145
|
|
|
|
-
|
|
|
|
448,145
|
|
Franchise taxes payable
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Due to affiliates
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
724,314
|
|
|
|
-
|
|
|
|
724,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable
|
|
|
6,771,556
|
|
|
|
-
|
|
|
|
6,771,556
|
|
Warrant Liability
|
|
|
-
|
|
|
|
9,072,373
|
|
|
|
9,072,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long term liabilities
|
|
|
6,771,556
|
|
|
|
9,072,373
|
|
|
|
15,843,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,495,870
|
|
|
|
9,072,373
|
|
|
|
16,568,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, $0.0001 par value, 15,226,112 shares at redemption value of $10.10 per share at September 30, 2019
|
|
|
162,856,097
|
|
|
|
(9,072,366
|
)
|
|
|
153,783,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,702,777 shares issued and outstanding (excluding 15,226,112 shares subject to possible redemption), as of September 30, 2019
|
|
|
81
|
|
|
|
90
|
|
|
|
171
|
|
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2019
|
|
|
423
|
|
|
|
-
|
|
|
|
423
|
|
Additional paid-in capital
|
|
|
2,881,856
|
|
|
|
(1,534,111
|
)
|
|
|
1,347,745
|
|
Retained earnings
|
|
|
2,117,647
|
|
|
|
1,534,015
|
|
|
|
3,651,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’
equity
|
|
|
5,000,007
|
|
|
|
(7
|
)
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
$
|
175,351,974
|
|
|
$
|
0
|
|
|
$
|
175,351,974
|
|
The
following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts
for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods
ended September 30, 2020, the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three
and nine month periods ended September 30, 2019.
|
|
For the three months ended March 31,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
19,074
|
|
|
$
|
-
|
|
|
$
|
19,074
|
|
Legal and professional fees
|
|
|
41,768
|
|
|
|
-
|
|
|
|
41,768
|
|
Franchise tax
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Support services - related party
|
|
|
52,154
|
|
|
|
-
|
|
|
|
52,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
162,996
|
|
|
|
-
|
|
|
|
162,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
2,387,467
|
|
|
|
2,387,467
|
|
Interest income on investments held
in Trust Account
|
|
|
1,352,505
|
|
|
|
-
|
|
|
|
1,352,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
1,352,505
|
|
|
|
2,387,467
|
|
|
|
3,739,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
1,189,509
|
|
|
|
2,387,467
|
|
|
|
3,576,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
273,542
|
|
|
|
-
|
|
|
|
273,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
915,967
|
|
|
$
|
2,387,467
|
|
|
$
|
3,303,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.06
|
|
|
$
|
0.00
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.03
|
)
|
|
$
|
0.57
|
|
|
$
|
0.54
|
|
|
|
For the three months ended June 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
13,820
|
|
|
$
|
-
|
|
|
$
|
13,820
|
|
Legal and professional fees
|
|
|
161,571
|
|
|
|
-
|
|
|
|
161,571
|
|
Franchise tax
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Support services - related party
|
|
|
59,846
|
|
|
|
-
|
|
|
|
59,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
285,237
|
|
|
|
-
|
|
|
|
285,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(14,802,294
|
)
|
|
|
(14,802,294
|
)
|
Interest income on investments held
in Trust Account
|
|
|
38,392
|
|
|
|
-
|
|
|
|
38,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
38,392
|
|
|
|
(14,802,294
|
)
|
|
|
(14,763,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
(246,845
|
)
|
|
|
(14,802,294
|
)
|
|
|
(15,049,139
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(2,422
|
)
|
|
|
-
|
|
|
|
(2,422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(244,423
|
)
|
|
$
|
(14,802,294
|
)
|
|
$
|
(15,046,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
11,740,532
|
|
|
|
-
|
|
|
|
11,740,532
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
-
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.06
|
)
|
|
$
|
(3.49
|
)
|
|
$
|
(3.55
|
)
|
|
|
For the three months ended September 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
49,172
|
|
|
$
|
-
|
|
|
$
|
49,172
|
|
Legal and professional fees
|
|
|
853,628
|
|
|
|
-
|
|
|
|
853,628
|
|
Franchise tax
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Support services - related party
|
|
|
52,154
|
|
|
|
-
|
|
|
|
52,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,004,954
|
|
|
|
-
|
|
|
|
1,004,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
2,005,333
|
|
|
|
2,005,333
|
|
Interest income on investments held
in Trust Account
|
|
|
13,285
|
|
|
|
-
|
|
|
|
13,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
13,285
|
|
|
|
2,005,333
|
|
|
|
2,018,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
(991,669
|
)
|
|
|
2,005,333
|
|
|
|
1,013,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(7,695
|
)
|
|
|
-
|
|
|
|
(7,695
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
(983,974
|
)
|
|
$
|
2,005,333
|
|
|
$
|
1,021,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
3,195,004
|
|
|
|
-
|
|
|
|
3,195,004
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net (loss) income per
share, Class B
|
|
$
|
(0.23
|
)
|
|
$
|
0.48
|
|
|
$
|
0.25
|
|
|
|
For the six months ended June 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
32,895
|
|
|
$
|
-
|
|
|
$
|
32,895
|
|
Legal and professional fees
|
|
|
203,338
|
|
|
|
-
|
|
|
|
203,338
|
|
Franchise tax
|
|
|
100,000
|
|
|
|
-
|
|
|
|
100,000
|
|
Support services - related party
|
|
|
112,000
|
|
|
|
-
|
|
|
|
112,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
448,233
|
|
|
|
-
|
|
|
|
448,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(12,414,827
|
)
|
|
|
(12,414,827
|
)
|
Interest income on investments held
in Trust Account
|
|
|
1,390,897
|
|
|
|
-
|
|
|
|
1,390,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
1,390,897
|
|
|
|
(12,414,827
|
)
|
|
|
(11,023,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
942,664
|
|
|
|
(12,414,827
|
)
|
|
|
(11,472,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
271,120
|
|
|
|
-
|
|
|
|
271,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
671,544
|
|
|
$
|
(12,414,827
|
)
|
|
$
|
(11,743,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
14,334,711
|
|
|
|
-
|
|
|
|
14,334,711
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.07
|
|
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.08
|
)
|
|
$
|
(2.94
|
)
|
|
$
|
(3.02
|
)
|
|
|
For the nine months ended September 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
82,067
|
|
|
$
|
-
|
|
|
$
|
82,067
|
|
Legal and professional fees
|
|
|
1,056,966
|
|
|
|
-
|
|
|
|
1,056,966
|
|
Franchise tax
|
|
|
150,000
|
|
|
|
-
|
|
|
|
150,000
|
|
Support services - related party
|
|
|
164,154
|
|
|
|
-
|
|
|
|
164,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,453,187
|
|
|
|
-
|
|
|
|
1,453,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(10,409,494
|
)
|
|
|
(10,409,494
|
)
|
Interest income on investments held
in Trust Account
|
|
|
1,404,182
|
|
|
|
-
|
|
|
|
1,404,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
|
|
|
|
(10,409,494
|
)
|
|
|
(9,005,312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
(49,005
|
)
|
|
|
(10,409,494
|
)
|
|
|
(10,458,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
263,425
|
|
|
|
-
|
|
|
|
263,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(312,430
|
)
|
|
$
|
(10,409,494
|
)
|
|
$
|
(10,721,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
10,566,869
|
|
|
|
-
|
|
|
|
10,566,869
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.31
|
)
|
|
$
|
(2.46
|
)
|
|
$
|
(2.77
|
)
|
|
|
For the three months ended March 31,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
123,248
|
|
|
$
|
-
|
|
|
$
|
123,248
|
|
Legal and professional fees
|
|
|
51,579
|
|
|
|
-
|
|
|
|
51,579
|
|
Franchise tax
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Support services - related party
|
|
|
52,154
|
|
|
|
-
|
|
|
|
52,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
276,981
|
|
|
|
-
|
|
|
|
276,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
2,864,960
|
|
|
|
2,864,960
|
|
Interest income on investments held
in Trust Account
|
|
|
1,060,684
|
|
|
|
-
|
|
|
|
1,060,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
1,060,684
|
|
|
|
2,864,960
|
|
|
|
3,925,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
783,703
|
|
|
|
2,864,960
|
|
|
|
3,648,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
212,285
|
|
|
|
-
|
|
|
|
212,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
571,418
|
|
|
$
|
2,864,960
|
|
|
$
|
3,436,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.05
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net (loss) income per
share, Class B
|
|
$
|
(0.05
|
)
|
|
$
|
0.67
|
|
|
$
|
0.62
|
|
|
|
For the three months ended June 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
17,263
|
|
|
$
|
-
|
|
|
$
|
17,263
|
|
Legal and professional fees
|
|
|
57,769
|
|
|
|
-
|
|
|
|
57,769
|
|
Franchise tax
|
|
|
70,000
|
|
|
|
-
|
|
|
|
70,000
|
|
Support services - related party
|
|
|
59,846
|
|
|
|
-
|
|
|
|
59,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
204,878
|
|
|
|
-
|
|
|
|
204,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(477,493
|
)
|
|
|
(477,493
|
)
|
Interest income on investments held
in Trust Account
|
|
|
1,115,194
|
|
|
|
-
|
|
|
|
1,115,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
1,115,194
|
|
|
|
(477,493
|
)
|
|
|
637,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
910,316
|
|
|
|
(477,493
|
)
|
|
|
432,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
219,492
|
|
|
|
-
|
|
|
|
219,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
690,824
|
|
|
$
|
(477,493
|
)
|
|
$
|
213,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.05
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.03
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
|
For the three months ended September 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
24,411
|
|
|
$
|
-
|
|
|
$
|
24,411
|
|
Legal and professional fees
|
|
|
30,383
|
|
|
|
-
|
|
|
|
30,383
|
|
Franchise tax
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Support services - related party
|
|
|
52,154
|
|
|
|
-
|
|
|
|
52,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
146,948
|
|
|
|
-
|
|
|
|
146,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(1,909,973
|
)
|
|
|
(1,909,973
|
)
|
Interest income on investments held
in Trust Account
|
|
|
887,300
|
|
|
|
-
|
|
|
|
887,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
887,300
|
|
|
|
(1,909,973
|
)
|
|
|
(1,022,673
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
740,352
|
|
|
|
(1,909,973
|
)
|
|
|
(1,169,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
178,137
|
|
|
|
-
|
|
|
|
178,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
562,215
|
|
|
$
|
(1,909,973
|
)
|
|
$
|
(1,347,758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.04
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net loss per share,
Class B
|
|
$
|
(0.03
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.48
|
)
|
|
|
For the six months ended June 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
119,619
|
|
|
$
|
-
|
|
|
$
|
119,619
|
|
Legal and professional fees
|
|
|
130,239
|
|
|
|
-
|
|
|
|
130,239
|
|
Franchise tax
|
|
|
120,000
|
|
|
|
-
|
|
|
|
120,000
|
|
Support services - related party
|
|
|
112,000
|
|
|
|
-
|
|
|
|
112,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
481,858
|
|
|
|
-
|
|
|
|
481,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
2,387,467
|
|
|
|
2,387,467
|
|
Interest income on investments held
in Trust Account
|
|
|
2,175,878
|
|
|
|
-
|
|
|
|
2,175,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
2,175,878
|
|
|
|
2,387,467
|
|
|
|
4,563,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
1,694,020
|
|
|
|
2,387,467
|
|
|
|
4,081,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
431,778
|
|
|
|
-
|
|
|
|
431,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
1,262,242
|
|
|
$
|
2,387,467
|
|
|
$
|
3,649,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.10
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net income per share,
Class B
|
|
$
|
-
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
|
For the nine months ended September 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
144,030
|
|
|
$
|
-
|
|
|
$
|
144,030
|
|
Legal and professional fees
|
|
|
160,622
|
|
|
|
-
|
|
|
|
160,622
|
|
Franchise tax
|
|
|
160,000
|
|
|
|
-
|
|
|
|
160,000
|
|
Support services - related party
|
|
|
164,154
|
|
|
|
-
|
|
|
|
164,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
628,806
|
|
|
|
-
|
|
|
|
628,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
477,493
|
|
|
|
477,493
|
|
Interest income on investments held
in Trust Account
|
|
|
3,063,178
|
|
|
|
-
|
|
|
|
3,063,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
3,063,178
|
|
|
|
477,493
|
|
|
|
3,540,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES
|
|
|
2,434,372
|
|
|
|
477,493
|
|
|
|
2,911,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
609,915
|
|
|
|
-
|
|
|
|
609,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
1,824,457
|
|
|
$
|
477,493
|
|
|
$
|
2,301,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
16,928,889
|
|
|
|
-
|
|
|
|
16,928,889
|
|
Basic and diluted net income per share,
Class A
|
|
$
|
0.14
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
4,232,222
|
|
|
|
-
|
|
|
|
4,232,222
|
|
Basic and diluted net (loss) income per
share, Class B
|
|
$
|
(0.11
|
)
|
|
$
|
0.11
|
|
|
$
|
0.54
|
|
The
following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March
31, 2020, the six month period ended June 30, 2020, the nine month period ended September 30, 2020, the three month period ended March
31, 2019, the six month period ended June 30, 2019 and the nine month period ended September 30, 2019.
|
|
For the three months ended March 31,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
915,967
|
|
|
$
|
2,387,467
|
|
|
$
|
3,303,434
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(1,352,505
|
)
|
|
|
-
|
|
|
|
(1,352,505
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(2,387,467
|
)
|
|
|
(2,387,467
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
10,625
|
|
|
|
-
|
|
|
|
10,625
|
|
Accounts payable
|
|
|
11,009
|
|
|
|
-
|
|
|
|
11,009
|
|
Income taxes payable
|
|
|
273,542
|
|
|
|
-
|
|
|
|
273,542
|
|
Franchise taxes payable
|
|
|
(30,000
|
)
|
|
|
-
|
|
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used
in operating activities
|
|
|
(171,362
|
)
|
|
|
-
|
|
|
|
(171,362
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(171,362
|
)
|
|
|
-
|
|
|
|
(171,362
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
482,665
|
|
|
|
-
|
|
|
|
482,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
311,303
|
|
|
|
-
|
|
|
$
|
311,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A common stock
subject to possible redemption
|
|
$
|
915,969
|
|
|
|
(4,219,403
|
)
|
|
$
|
(3,303,434
|
)
|
|
|
For the six months ended June 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
671,544
|
|
|
$
|
(12,414,827
|
)
|
|
$
|
(11,743,283
|
)
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(1,390,897
|
)
|
|
|
-
|
|
|
|
(1,390,897
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
12,414,827
|
|
|
|
12,414,827
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
21,250
|
|
|
|
-
|
|
|
|
21,250
|
|
Accounts payable
|
|
|
109,930
|
|
|
|
-
|
|
|
|
109,930
|
|
Income taxes payable
|
|
|
(300,223
|
)
|
|
|
-
|
|
|
|
(300,223
|
)
|
Franchise taxes payable
|
|
|
(60,000
|
)
|
|
|
-
|
|
|
|
(60,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in operating activities
|
|
|
(948,396
|
)
|
|
|
-
|
|
|
|
(948,396
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash released from Trust Account for Class A common stock
redemptions
|
|
|
142,571,767
|
|
|
|
-
|
|
|
|
142,571,767
|
|
Investment income released from Trust
Account to pay taxes
|
|
|
1,064,887
|
|
|
|
-
|
|
|
|
1,064,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in financing activities
|
|
|
143,636,654
|
|
|
|
-
|
|
|
|
143,636,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for Class A common stock
redemption
|
|
|
(142,571,767
|
)
|
|
|
-
|
|
|
|
(142,571,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
provided by financing activities
|
|
|
(142,571,767
|
)
|
|
|
-
|
|
|
|
(142,571,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE)
IN CASH
|
|
|
116,491
|
|
|
|
-
|
|
|
|
116,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
482,665
|
|
|
|
-
|
|
|
|
482,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
599,156
|
|
|
$
|
-
|
|
|
$
|
599,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid from operating account
|
|
|
571,343
|
|
|
|
-
|
|
|
|
571,343
|
|
Change in value of Class A common stock
subject to possible redemption
|
|
$
|
(141,900,223
|
)
|
|
$
|
18,414,488
|
|
|
$
|
(123,485,735
|
)
|
|
|
For the nine months ended September 30,
2020
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(312,430
|
)
|
|
$
|
(10,409,494
|
)
|
|
$
|
(10,721,924
|
)
|
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(1,404,182
|
)
|
|
|
-
|
|
|
|
(1,404,182
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
10,409,494
|
|
|
|
10,409,494
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
(37,426
|
)
|
|
|
-
|
|
|
|
(37,426
|
)
|
Accounts payable
|
|
|
839,654
|
|
|
|
-
|
|
|
|
839,654
|
|
Income taxes payable
|
|
|
(572,160
|
)
|
|
|
-
|
|
|
|
(572,160
|
)
|
Franchise taxes payable
|
|
|
(50,000
|
)
|
|
|
-
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in operating activities
|
|
|
(1,536,544
|
)
|
|
|
-
|
|
|
|
(1,536,544
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash released from Trust Account for Class A common stock
redemptions
|
|
|
142,571,768
|
|
|
|
-
|
|
|
|
142,571,768
|
|
Investment income released from Trust
Account to pay taxes
|
|
|
1,064,888
|
|
|
|
-
|
|
|
|
1,064,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
provided by investing activities
|
|
|
143,636,656
|
|
|
|
-
|
|
|
|
143,636,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for Class A common stock
redemptions
|
|
|
(142,571,768
|
)
|
|
|
-
|
|
|
|
(142,571,768
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in financing activities
|
|
|
(142,571,768
|
)
|
|
|
-
|
|
|
|
(142,571,768
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(471,656
|
)
|
|
|
-
|
|
|
|
(471,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
482,665
|
|
|
|
-
|
|
|
|
482,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
11,009
|
|
|
$
|
-
|
|
|
$
|
11,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid from operating account
|
|
$
|
904,885
|
|
|
$
|
-
|
|
|
$
|
904,885
|
|
Change in value of Class A common stock
subject to possible redemption
|
|
$
|
(142,884,193
|
)
|
|
$
|
19,398,458
|
|
|
$
|
(123,485,735
|
)
|
|
|
For the three months ended March 31,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
571,418
|
|
|
$
|
2,864,960
|
|
|
$
|
3,436,378
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(1,060,684
|
)
|
|
|
-
|
|
|
|
(1,060,684
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(2,864,960
|
)
|
|
|
(2,864,960
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
2,423
|
|
|
|
-
|
|
|
|
2,423
|
|
Accounts payable
|
|
|
85,039
|
|
|
|
-
|
|
|
|
85,039
|
|
Income taxes payable
|
|
|
212,285
|
|
|
|
-
|
|
|
|
212,285
|
|
Franchise taxes payable
|
|
|
(150,000
|
)
|
|
|
-
|
|
|
|
(150,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in operating activities
|
|
|
(339,519
|
)
|
|
|
-
|
|
|
|
(339,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(339,520
|
)
|
|
|
-
|
|
|
|
(339,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
1,192,945
|
|
|
|
-
|
|
|
|
1,192,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
853,425
|
|
|
|
-
|
|
|
|
853,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A common stock subject to possible
redemption
|
|
$
|
571,417
|
|
|
|
2,864,961
|
|
|
|
3,436,378
|
|
|
|
For the six months ended June 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,262,242
|
|
|
$
|
2,387,467
|
|
|
$
|
3,649,709
|
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(2,175,878
|
)
|
|
|
-
|
|
|
|
(2,175,878
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(2,387,467
|
)
|
|
|
(2,387,467
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
13,048
|
|
|
|
-
|
|
|
|
13,048
|
|
Accounts payable
|
|
|
(10,592
|
)
|
|
|
-
|
|
|
|
(10,592
|
)
|
Income taxes payable
|
|
|
107,250
|
|
|
|
-
|
|
|
|
107,250
|
|
Franchise taxes payable
|
|
|
(160,000
|
)
|
|
|
-
|
|
|
|
(160,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in operating activities
|
|
|
(963,930
|
)
|
|
|
|
|
|
|
(963,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash released from Trust Account for Class A common stock
redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Investment income released from Trust
Account to pay taxes
|
|
|
200,200
|
|
|
|
-
|
|
|
|
200,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
used in financing activities
|
|
|
200,200
|
|
|
|
-
|
|
|
|
200,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for Class A common stock
redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
provided by financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE)
IN CASH
|
|
|
(763,730
|
)
|
|
|
-
|
|
|
|
(763,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
1,192,945
|
|
|
|
-
|
|
|
|
1,192,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
429,215
|
|
|
$
|
-
|
|
|
$
|
429,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid from operating account
|
|
$
|
324,528
|
|
|
$
|
-
|
|
|
$
|
324,528
|
|
Change in value of Class A common stock
subject to possible redemption
|
|
$
|
1,262,237
|
|
|
$
|
2,387,472
|
|
|
$
|
3,649,709
|
|
|
|
For the nine months ended September 30,
2019
(unaudited)
|
|
|
|
As
Reported
|
|
|
Restatement
Adjustments
|
|
|
As
Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,824,457
|
|
|
$
|
477,493
|
|
|
$
|
2,301,950
|
|
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned in Trust Account
|
|
|
(3,063,178
|
)
|
|
|
-
|
|
|
|
(3,063,178
|
)
|
Change in fair value of warrant liability
|
|
|
-
|
|
|
|
(477,493
|
)
|
|
|
(477,493
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
23,673
|
|
|
|
-
|
|
|
|
23,673
|
|
Accounts payable
|
|
|
(22,390
|
)
|
|
|
-
|
|
|
|
(22,390
|
)
|
Income taxes payable
|
|
|
231,299
|
|
|
|
-
|
|
|
|
231,299
|
|
Franchise taxes payable
|
|
|
(160,000
|
)
|
|
|
-
|
|
|
|
(160,000
|
)
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Net cash flows
used in operating activities
|
|
|
(1,166,139
|
)
|
|
|
-
|
|
|
|
(1,166,139
|
)
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Cash released from Trust Account for Class A common stock
redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Investment income released from Trust
Account to pay taxes
|
|
|
658,815
|
|
|
|
-
|
|
|
|
658,815
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Net cash flows
provided by investing activities
|
|
|
658,815
|
|
|
|
-
|
|
|
|
658,815
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Cash used for Class A common stock
redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Net cash flows
used in financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(507,324
|
)
|
|
|
-
|
|
|
|
(507,324
|
)
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
1,192,945
|
|
|
|
-
|
|
|
|
1,192,945
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
685,621
|
|
|
$
|
-
|
|
|
$
|
685,621
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
-
|
|
|
|
|
|
Federal income taxes paid from operating account
|
|
$
|
378,616
|
|
|
$
|
-
|
|
|
$
|
378,616
|
|
Change in value of Class A common stock
subject to possible redemption
|
|
$
|
1,824,454
|
|
|
$
|
477,496
|
|
|
$
|
2,301,950
|
|
Note 10 — Subsequent Events
On
January 4, 2021 the Company consummated the business combination (the “Closing”) contemplated by the Agreement and Plan of
Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc.,
a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies,
Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder
of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company
for Customers Bank.
As
a result of the Closing and the transactions contemplated by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the
“Merger”), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiary of the Company, and (ii) the Company’s
name was changed from Megalith Financial Acquisition Corp. to BM Technologies, Inc.
The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements
were available to be issued on July 12, 2021. Other than the restatements above in Note 9, the Company determined that there have been
no other events that have occurred that would require adjustments to the disclosures of the consolidated financial statements.