or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the
Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination
Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of
the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to
protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Companys taxes. This liability will not apply with respect to any claims by a third party
who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for
such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Companys
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in
the Trust Account.
Legal Proceedings
From
time to time, the Company is a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, the Company is not aware of any proceeding, threatened or pending, against the
Company which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.
Risks
and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and
has concluded that while it is reasonably possible that the virus could have a negative effect on the Companys financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Going Concern and Managements Plan
Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable
period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to
fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Companys liquidity and financial condition and determined that sufficient capital exists to sustain
operations through March 16, 2022 and therefore substantial doubt has been alleviated.
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
Amendment 1
The
Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the Warrants) issued in connection with its Initial Public Offering as
components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the
warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the
Warrants would be entitled to receive cash for their Warrants (the tender offer provision).
On April 12, 2021, the 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 on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of September 18, 2020, between the Company and
Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agreement).
In further
consideration of the SEC Statement, the Companys management further evaluated the warrants under Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only
if, among other things, the warrant is indexed to the issuers common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuers common stock
if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the standard option pricing model. The Companys management and the audit committee of the Board
of Directors (Audit Committee) concluded that the Companys Private Placement Warrants are not indexed to the Companys common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the Companys management and the Audit Committee concluded the
tender offer provision included in the Warrant Agreement fails the classified in shareholders equity criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial
statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period (including September 18, 2020, September 30, 2020 and December 31, 2020) and recognize
changes in the fair value from the prior period in the Companys operating results for the current period.
Amendment 2
In connection with the preparation of the Companys condensed financial statements as of September 30, 2021, management identified errors
made in its historical financial statements where, at the closing of the Companys Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A
common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares
underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Companys control. Therefore, management concluded that temporary equity
should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error
related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and Class A common stock.
In connection with the change in presentation for the Class A common stock
subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) pro-rata between Class A and Class B common stock. This presentation contemplates a Business Combination as the
most likely outcome, in which case, both classes of common stock share pro-rata in the income (loss) of the Company.
There has been no
change in the Companys total assets, liabilities or operating results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Previously
Reported in
Form 10-K
|
|
|
Adjustments
(Amendment 1)
|
|
|
As
Restated in
Form 10K/A
(Amendment 1)
|
|
|
Adjustments
(Amendment 2)
|
|
|
As
Restated in
Form 10K/A
(Amendment 2)
|
|
Balance sheet as of September 18, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
|
|
|
$
|
38,621,733
|
|
|
$
|
38,621,733
|
|
|
$
|
|
|
|
$
|
38,621,733
|
|
Common Shares Subject to Possible Redemption
|
|
|
395,891,920
|
|
|
|
(38,621,733
|
)
|
|
|
357,270,187
|
|
|
|
56,729,813
|
|
|
|
414,000,000
|
|
Class A Common Shares
|
|
|
181
|
|
|
|
386
|
|
|
|
567
|
|
|
|
(567
|
)
|
|
|
|
|
Additional Paid-in Capital
|
|
|
5,000,801
|
|
|
|
4,013,032
|
|
|
|
9,013,833
|
|
|
|
(9,013,833
|
)
|
|
|
|
|
Accumulated Deficit
|
|
|
(2,013
|
)
|
|
|
(4,013,418
|
)
|
|
|
(4,015,431
|
)
|
|
|
(47,715,413
|
)
|
|
|
(51,730,844
|
)
|
|
|
|
|
|
|
Balance sheet as of September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
|
|
|
$
|
33,871,466
|
|
|
$
|
33,871,466
|
|
|
$
|
|
|
|
$
|
33,871,466
|
|
Common Shares Subject to Possible Redemption
|
|
|
395,703,124
|
|
|
|
(33,871,466
|
)
|
|
|
361,831,658
|
|
|
|
52,141,089
|
|
|
|
413,972,747
|
|
Class A Common Shares
|
|
|
183
|
|
|
|
338
|
|
|
|
521
|
|
|
|
(521
|
)
|
|
|
|
|
Additional Paid-in Capital
|
|
|
5,189,595
|
|
|
|
(737,187
|
)
|
|
|
4,452,408
|
|
|
|
(4,452,408
|
)
|
|
|
|
|
(Accumulated Deficit)/ Retained Earnings
|
|
|
(190,804
|
)
|
|
|
736,849
|
|
|
|
546,045
|
|
|
|
(47,688,160
|
)
|
|
|
(47,142,115
|
)
|
|
|
|
|
|
|
Balance sheet as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
|
|
|
$
|
36,969,466
|
|
|
$
|
36,969,466
|
|
|
$
|
|
|
|
$
|
36,969,466
|
|
Common Shares Subject to Possible Redemption
|
|
|
395,554,128
|
|
|
|
(36,969,466
|
)
|
|
|
358,584,662
|
|
|
|
55,436,207
|
|
|
|
414,020,869
|
|
Class A Common Shares
|
|
|
185
|
|
|
|
369
|
|
|
|
554
|
|
|
|
(554
|
)
|
|
|
|
|
Additional Paid-in Capital
|
|
|
5,338,589
|
|
|
|
2,360,782
|
|
|
|
7,699,371
|
|
|
|
(7,699,371
|
)
|
|
|
|
|
Accumulated Deficit
|
|
|
(339,804
|
)
|
|
|
(2,361,151
|
)
|
|
|
(2,700,955
|
)
|
|
|
(47,736,282
|
)
|
|
|
(50,437,237
|
)
|
|
|
|
|
|
|
Statement of Operations for the Period from July 7, 2020 (inception) to September 30,
2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
$
|
171,221
|
|
|
$
|
2,535,733
|
|
|
$
|
2,706,954
|
|
|
$
|
|
|
|
$
|
2,706,954
|
|
Loss from operations
|
|
|
(171,221
|
)
|
|
|
(2,535,733
|
)
|
|
|
(2,706,954
|
)
|
|
|
|
|
|
|
(2,706,954
|
)
|
Change in fair value of warrant liability
|
|
|
|
|
|
|
4,750,267
|
|
|
|
4,750,267
|
|
|
|
|
|
|
|
4,750,267
|
|
Transaction costs associated with Initial Public Offering
|
|
|
|
|
|
|
(1,477,685
|
)
|
|
|
(1,477,685
|
)
|
|
|
|
|
|
|
(1,477,685
|
)
|
Other income (expense), net
|
|
|
(27,253
|
)
|
|
|
3,272,582
|
|
|
|
3,245,329
|
|
|
|
|
|
|
|
3,245,329
|
|
Net (loss) income
|
|
|
(190,804
|
)
|
|
|
736,849
|
|
|
|
546,045
|
|
|
|
|
|
|
|
546,045
|
|
Basic and diluted weighted average shares outstanding, common stock subject to possible
redemption
|
|
|
|
|
|
|
35,727,019
|
|
|
|
35,727,019
|
|
|
|
(35,727,019
|
)
|
|
|
|
|
Basic and diluted net income (loss) per share, common stock subject to possible
redemption
|
|
|
|
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted common shares
|
|
|
9,480,123
|
|
|
|
586,659
|
|
|
|
10,066,782
|
|
|
|
(10,066,782
|
)
|
|
|
|
|
Basic and diluted net (loss) income per share
|
|
|
(0.02
|
)
|
|
|
0.07
|
|
|
|
0.05
|
|
|
|
(0.05
|
)
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,288,608
|
|
|
|
6,288,608
|
|
Basic and diluted net income per share, Class A common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.04
|
|
|
|
0.04
|
|
Weighted average shares outstanding of Class B common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,205,063
|
|
|
|
9,205,063
|
|
Basic and diluted net income per share, Class B common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.04
|
|
|
|
0.04
|
|
|
|
|
|
|
|
Statement of Operations for the Period from July 7, 2020 (inception) to December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation and operating costs
|
|
$
|
457,991
|
|
|
$
|
2,535,733
|
|
|
$
|
2,993,724
|
|
|
|
|
|
|
$
|
2,993,724
|
|
Loss from operations
|
|
|
(457,991
|
)
|
|
|
(2,535,733
|
)
|
|
|
(2,993,724
|
)
|
|
|
|
|
|
|
(2,993,724
|
)
|
Change in fair value of warrant liability
|
|
|
|
|
|
|
1,652,267
|
|
|
|
1,652,267
|
|
|
|
|
|
|
|
1,652,267
|
|
Transaction costs associated with Initial Public Offering
|
|
|
|
|
|
|
(1,477,685
|
)
|
|
|
(1,477,685
|
)
|
|
|
|
|
|
|
(1,477,685
|
)
|
Other income (expense), net
|
|
|
118,187
|
|
|
|
174,582
|
|
|
|
292,769
|
|
|
|
|
|
|
|
292,769
|
|
Net loss
|
|
|
(339,804
|
)
|
|
|
(2,361,151
|
)
|
|
|
(2,700,955
|
)
|
|
|
|
|
|
|
(2,700,955
|
)
|
Basic and diluted weighted average shares outstanding, common stock subject to possible
redemption
|
|
|
39,574,795
|
|
|
|
(3,441,510
|
)
|
|
|
36,133,285
|
|
|
|
(36,133,285
|
)
|
|
|
|
|
Basic and diluted net income (loss) per share, common stock subject to possible
redemption
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
10,931,119
|
|
|
|
2,093,082
|
|
|
|
13,024,201
|
|
|
|
(13,024,201
|
)
|
|
|
|
|
Basic and diluted net loss per share
|
|
|
(0.03
|
)
|
|
|
(0.18
|
)
|
|
|
(0.21
|
)
|
|
|
0.21
|
|
|
|
|
|
Weighted average shares outstanding of Class A common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,178,947
|
|
|
|
25,178,947
|
|
Basic and diluted net loss per share, Class A common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.08
|
)
|
|
|
(0.08
|
)
|
Weighted average shares outstanding of Class B common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,821,053
|
|
|
|
9,821,053
|
|
Basic and diluted net loss per share, Class B common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.08
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
Statement of Change in Stockholders Equity (Deficit) for the Period from July 7, 2020
(inception) to September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of 41,400,000 Units net of underwriting discounts
|
|
$
|
390,584,797
|
|
|
$
|
(24,328,315
|
)
|
|
$
|
366,256,482
|
|
|
$
|
(366,256,482
|
)
|
|
$
|
|
|
Sale of 6,853,333 private placement warrants
|
|
|
10,280,000
|
|
|
|
(10,280,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
|
(395,699,167
|
)
|
|
|
33,871,128
|
|
|
|
(361,828,039
|
)
|
|
|
361,828,039
|
|
|
|
|
|
Accretion of Class A common stock to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,712,125
|
)
|
|
|
(47,712,125
|
)
|
Total stockholders equity (deficit)
|
|
|
5,009,009
|
|
|
|
|
|
|
|
5,000,009
|
|
|
|
(52,141,089
|
)
|
|
|
(47,141,080
|
)
|
|
|
|
|
|
|
Statement of Change in Stockholders Equity (Deficit) for the Period from July 7,
2020 (inception) to December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of 41,400,000 Units, net of underwriting discounts
|
|
$
|
390,584,797
|
|
|
$
|
(24,328,315
|
)
|
|
$
|
366,256,482
|
|
|
$
|
(366,256,482
|
)
|
|
$
|
|
|
Sale of 6,853,333 private placement warrants
|
|
|
10,280,000
|
|
|
|
(10,280,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
|
(395,550,173
|
)
|
|
|
36,969,097
|
|
|
|
(358,581,076
|
)
|
|
|
358,581,076
|
|
|
|
|
|
Accretion of Class A common stock to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,760,247
|
)
|
|
|
(47,760,247
|
)
|
Total stockholders equity (deficit)
|
|
|
5,000,005
|
|
|
|
|
|
|
|
5,000,005
|
|
|
|
(55,436,207
|
)
|
|
|
(50,436,202
|
)
|
|
|
|
|
|
|
Statement of Cash Flows for the Period from July 7, 2020 (inception) to September 30,
2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(190,804
|
)
|
|
$
|
736,849
|
|
|
$
|
546,045
|
|
|
$
|
|
|
|
$
|
546,045
|
|
Transaction costs associated with Initial Public Offering
|
|
|
|
|
|
|
1,477,685
|
|
|
|
1,477,685
|
|
|
|
|
|
|
|
1,477,685
|
|
Warrant liability in excess of purchase prices of private warrants
|
|
|
|
|
|
|
2,535,733
|
|
|
|
2,535,733
|
|
|
|
|
|
|
|
2,535,733
|
|
Change in fair value of warrant liability
|
|
|
|
|
|
|
(4,750,267
|
)
|
|
|
(4,750,267
|
)
|
|
|
|
|
|
|
(4,750,267
|
)
|
Non-Cash Investing and Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A common stock subject to possible redemption
|
|
|
395,891,920
|
|
|
|
(38,621,733
|
)
|
|
|
357,270,187
|
|
|
|
56,729,813
|
|
|
|
414,000,000
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
(188,796
|
)
|
|
|
4,750,267
|
|
|
|
4,561,471
|
|
|
|
(4,588,724
|
)
|
|
|
(27,253
|
)
|
Initial classification of warrant liability
|
|
|
|
|
|
|
38,621,733
|
|
|
|
38,621,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the Period from July 7, 2020 (inception) to December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(339,804
|
)
|
|
$
|
(2,361,151
|
)
|
|
$
|
(2,700,955
|
)
|
|
|
|
|
|
$
|
(2,700,955
|
)
|
Transaction costs associated with Initial Public Offering
|
|
|
|
|
|
|
1,477,685
|
|
|
|
1,477,685
|
|
|
|
|
|
|
|
1,477,685
|
|
Warrant liability in excess of purchase prices of private warrants
|
|
|
|
|
|
|
2,535,733
|
|
|
|
2,535,733
|
|
|
|
|
|
|
|
2,535,733
|
|
Change in fair value of warrant liability
|
|
|
|
|
|
|
(1,652,267
|
)
|
|
|
(1,652,267
|
)
|
|
|
|
|
|
|
(1,652,267
|
)
|
Non-Cash Investing and Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A common stock subject to possible redemption
|
|
|
395,891,920
|
|
|
|
(38,621,733
|
)
|
|
|
357,270,187
|
|
|
|
56,729,813
|
|
|
|
414,000,000
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
(337,792
|
)
|
|
|
1,652,267
|
|
|
|
1,314,475
|
|
|
|
(1,293,606
|
)
|
|
|
20,869
|
|
Initial classification of warrant liability
|
|
|
|
|
|
|
38,621,733
|
|
|
|
38,621,733
|
|
|
|
|
|
|
|
38,621,733
|
|
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
F-9