Registration of securities issued in business combination transactions

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

v3.21.1
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
4 Months Ended
Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]  
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company previously accounted for its outstanding warrants 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.
Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s ordinary 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.
As a result of the above, the Company
is reclassifying
the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.
The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.
 
 
 
  
As Previously
Reported
 
  
Adjustments
 
  
As Restated
 
Balance sheet as of October 27, 2020 (audited)
  
     
  
     
  
     
Warrant Liability
  
$
—  
 
  
$
29,954,941
 
  
$
29,954,941
 
Ordinary Shares Subject to Possible Redemption
  
 
237,680,710
 
  
 
(29,954,941
  
 
207,725,769
 
Class A Ordinary Shares
  
 
123
 
  
 
300
 
  
 
423
 
Additional Paid-in Capital
  
 
5,004,160
 
  
 
(300
  
 
5,003,860
 
       
Balance sheet as of December 31, 2020 (audited)
  
     
  
     
  
     
Warrant Liability
  
$
—  
 
  
$
34,974,813
 
  
$
34,974,813
 
Ordinary Shares Subject to Possible Redemption
  
 
261,549,080
 
  
 
(34,974,813
  
 
226,574,260
 
Class A Ordinary Shares
  
 
135
 
  
 
349
 
  
 
484
 
Additional Paid-in Capital
  
 
5,260,809
 
  
 
5,019,530
 
  
 
10,280,339
 
Accumulated Deficit
  
 
(261,631
  
 
(5,019,872
  
 
(5,281,503
)
Shareholders’ Equity
  
 
5,000,001
 
  
 
7
 
  
 
5,000,008
 
       
Period from August 20, 2020 (inception) to December 31, 2020 (audited)
  
     
  
     
  
     
Change in fair value of warrant liability
  
$
—  
 
  
$
(5,019,872
  
$
(5,019,872
)
Net loss
  
 
(261,631
  
 
(5,019,872
  
 
(5,281,503
Basic and diluted net loss per share, Class B
  
 
(0.05
  
 
(0.77
  
 
(0.82